THE GLOBAL OFFERING Sample Clauses
THE GLOBAL OFFERING. 3.1 The details of the registered and issued share capital of the Company and the Subsidiaries set out in the Prospectus are and will be as of their respective dates true and accurate in all material respects.
3.2 Immediately prior to the Global Offering, all of the issued share capital of the Company (i) has been duly authorised; (ii) is validly issued and fully paid; (iii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iv) is beneficially owned by the Controlling Shareholders as described in the Prospectus, free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kind.
3.3 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company.
3.4 The Offer Shares conform to the description thereof contained in the Prospectus, and such description in the Prospectus as of their respective dates, are true and correct in all respects.
3.5 The Offer Shares will, when allotted and issued, be properly allotted and issued, in each case in accordance with the terms and conditions of the Global Offering as set out in the Prospectus and the Articles of Association and will conform to all statements relating thereto in the Prospectus.
3.6 All of the Offer Shares will, when allotted and issued:
3.6.1 be duly and validly authorised and issued and will be fully paid up;
3.6.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Prospectus and in particular, will rank pari passu in all respects with the issued and outstanding Shares (save as otherwise described in the Articles of Association as at the date of this Agreement or pursuant to any applicable requirements under the applicable Laws);
3.6.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof;
3.6.4 be free from any Encumbrances whatsoever; and
3.6.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares.
3.7 The Company has obtained an approval in principle for the listing of, and permission to ...
THE GLOBAL OFFERING. 2.1 Conditions precedent
(A) Obligations conditional The obligations of the Hong Kong Underwriters under this Agreement are subject to the following conditions having been fulfilled on or before the dates and times respectively set out below and remaining fulfilled at all times thereafter:
(1) the Joint Global Coordinators (or ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ on their behalf), on behalf of the Hong Kong Underwriters, receiving from the Company the Conditions Precedent Documents listed in Schedule 2, Part A in form and substance satisfactory to the Joint Global Coordinators not later than 6:00 p.m. on the Business Day before the Prospectus Date;
(2) the Registrar of Companies in Hong Kong registering:
(a) one copy of the Prospectus certified by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Board or a duly authorised committee of the Board and having endorsed thereon or attached thereto all necessary consents and other documents; and
(b) one copy of each of the Hong Kong Public Offering Application Forms and the Preferential Offering Application Forms signed by two Directors (or by their agents duly authorised in writing), in each case in compliance with section 342C of the Companies Ordinance not later than 3:00 p.m. on the Business Day before the Prospectus Date;
(3) the GEM Listing Committee granting of the approval in principle for the listing of, and permission to deal in, the Shares in issue and the Shares to be issued as mentioned in the Prospectus (subject only to allotment and despatch of Share certificates in respect thereof) and the approval for listing and permission not subsequently having been revoked prior to the Force Majeure Expiry Time;
(4) the International Underwriting Agreement being duly executed and delivered by the parties on the Price Determination Date;
(5) the International Underwriting Agreement having become unconditional in accordance with the terms and conditions thereof and not having been terminated prior to the Force Majeure Expiry Time, save for the condition that this Agreement shall become unconditional; and
(6) the Issue Price being duly determined and the Hong Kong Pricing Letter being executed by the Joint Global Coordinators and the Company pursuant to Clause 2.2 on the Price Determination Date.
(B) Undertaking The Company and ▇▇▇ jointly and severally undertake to use their best endeavours to procure that the Conditions are fulfilled by the time specified for each such Co...
THE GLOBAL OFFERING. 3.1 The details of the authorised and issued share capital of the Company and the Subsidiaries set out in the Prospectus, the Preliminary Offering Circular and the Final Offering Circular are true and accurate in all respects.
3.2 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any member of the Group.
3.3 The Offer Shares conform to the description thereof contained in the Prospectus, the Preliminary Offering Circular and the Final Offering Circular and such description is true and correct in all respects.
THE GLOBAL OFFERING. 11 3 THE INTERNATIONAL PLACING....................... 16 4 COSTS, EXPENSES, FEES AND COMMISSIONS........... 23
THE GLOBAL OFFERING. 2.1 The Selling Shareholder has good and valid title to, and is and will, prior to the transfer of the International Placing Shares to the purchasers thereof under the Global Offering, be the legal and beneficial owner of, the International Placing Shares to be sold by it under the Global Offering, free and clear of all Encumbrances and with the benefit of all rights attached thereto and thereafter accruing thereto including the right to receive all dividends or other distributions which may be declared, paid or made thereon at or after the Placing Closing Date.
2.2 The execution and delivery by or on behalf of the Selling Shareholder of, and compliance by the Selling Shareholder with, the terms of this Agreement, the performance by the Selling Shareholder of its obligations under the Global Offering; the sale and transfer of the Offer Shares; and the issue, publication, distribution or making available of the Public Offer Documents, the Formal Notice and the Placing Documents have been duly authorised and do not and will not:-
2.2.1 result in a breach of any provision of the memorandum or articles of association or bye-laws (or equivalent constitutive documents) of the Selling Shareholder; or
2.2.2 result in a breach of, or constitute a default under, any indenture, mortgage, charge, trust, lease, agreement, instrument or obligation to which the Selling Shareholder is a party or by which the Selling Shareholder or any of the Selling Shareholder's assets is bound;
2.2.3 result in a breach of any Laws to which the Selling Shareholder is subject or by which the Selling Shareholder or any of its assets is bound;
2.2.4 except as disclosed in the Prospectus, the Preliminary Offering Circular and the Final Offering Circular, require any Approval from any Governmental Authority or the sanction or consent of its shareholders; or
2.2.5 result in the creation or imposition of any Encumbrance or other restriction upon any assets of the Selling Shareholder.
2.3 All Approvals required for the performance by the Selling Shareholder of its obligations under the Global Offering; the sale and transfer of the International Placing Shares; and the issue, publication, distribution or making available of each of the Public Offer Documents and the International Placing Documents have been or will (prior to the Prospectus Date) be irrevocably and unconditionally obtained and are in full force and effect.
THE GLOBAL OFFERING. 3.1 The details of the authorised and issued share capital of the Company and the Subsidiaries set out in the Prospectus and the Preliminary Offering Circular are true and accurate in all respects.
3.2 There are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any member of the Group.
3.3 The Offer Shares conform to the description thereof contained in the Prospectus and the Preliminary Offering Circular and such description is true and correct in all respects.
3.4 The Company has obtained an approval in principle for the listing of, and permission to deal in, the shares of the Company in issue or to be issued, as described in the Prospectus and the Preliminary Offering Circular, on the Stock Exchange.
3.5 The performance by the Company and the Selling Shareholder of their respective obligations under the Global Offering; the sale and transfer of the Offer Shares; and the issue, publication, distribution or making available of the Public Offer Documents, the Formal Notice and the Preliminary Offering Circular have been duly authorised and do not and will not:
3.5.1 result in a violation or breach of any provision of the Articles of Association; or
3.5.2 result in a breach of, or constitute a default under, any indenture, mortgage, charge, trust, lease, agreement or other instrument to which any member of the Group is a party or by which any member of the Group or any of its assets is bound; or
3.5.3 result in a breach of any Laws to which any member of the Group is a party or is subject or by which any member of the Group or any of their respective assets is bound; or
3.5.4 except as disclosed in the Prospectus and the Preliminary Offering Circular, require any Approval from any Governmental Authority or, in the case of the Company, the sanction or consent of its shareholders; or
3.5.5 result in the creation or imposition of any Encumbrance or other restriction upon any assets of any member of the Group.
3.6 All Approvals required for the performance by the Company and the Selling Shareholder of their respective obligations under the Global Offering; the sale and transfer of the Offer Shares; and the issue, publication, distribution or making available of each of the Public Offer Documents, the Formal Notice and the Preliminary Offering C...
THE GLOBAL OFFERING. 10 3 THE PUBLIC OFFER ........................................... 14 4 COSTS, EXPENSES, FEES AND COMMISSIONS ...................... 21
THE GLOBAL OFFERING. 3.1 The details of the registered share capital of the Company and the Subsidiaries set out in the Hong Kong Public Offering Documents are and will be true and accurate in all material respects as of their respective dates.
3.2 To the best knowledge of the Warrantors after due and careful inquiry, immediately prior to the Global Offering, all of the registered share capital of the Company (i) is validly issued and fully paid; (ii) was not issued in violation of any pre-emptive right, right of first refusal or similar rights; and (iii) is beneficially owned by the respective holders as described in the Hong Kong Public Offering Documents, free and clear of any lien, charge, restriction upon voting or transfer or any other encumbrance or third party rights of any kind.
3.3 Except as disclosed in the Offer Documents, there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Company, or subscribe for, or obligations of the Company to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any Group Company.
3.4 The Offer Shares conform to the description thereof contained in the Hong Kong Public Offering Documents, and such description in the Hong Kong Public Offering Documents is true and correct in all respects as of the Prospectus Date.
3.5 All of the Offer Shares will, when allotted and issued:
3.5.1 be duly and validly authorized, issued and fully paid up;
3.5.2 have attached to them the rights and benefits specified in the Articles of Association and as described in the Hong Kong Public Offering Documents and in particular, will rank pari passu in all respects with the Unlisted Shares (save as otherwise described in the Articles of Association as of the date of this Agreement or pursuant to any applicable requirements under the applicable Laws);
3.5.3 not be subject to any pre-emptive or other similar rights in relation to the transfer thereof;
3.5.4 be free from any Encumbrances; and
3.5.5 be evidenced by share certificates which will be in a form which complies with all applicable Laws and requirements of the Stock Exchange and which certificates will constitute good evidence of title in respect of the Offer Shares.
3.6 The Company has obtained an approval in principle for the listing of, and permission to deal in, the H Shares, as described in the Prospectus, on the Stock Exchange.
3.7 To the best knowledge of the Warrantors after due and careful...
THE GLOBAL OFFERING. 4.1 The details of the authorised and registered, as applicable, and issued share capital of any member of the Group set out in the Offering Documents and the PHIP are true, accurate, complete and not misleading in all material respects. All the issued Shares and all the issued shares and equity interests (as the case may be) of each other member of the Group:
(a) have been duly authorised or registered or approved (as the case may be);
(b) are validly issued, fully paid and non-assessable;
(c) were not issued or registered in violation of or subject to any pre-emptive or similar rights of any security holder of such member of the Group; and
(d) conform as to the relevant legal descriptions contained in the Offering Documents and the PHIP and such descriptions are true, accurate, complete and not misleading in all material respects.
4.2 Save as set out in the Offering Documents and the PHIP, there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase, or subscribe for, or obligations to issue or sell, or pre-emptive or other rights to subscribe or acquire, shares or securities in any member of the Group.
4.3 The Offer Shares conform to the description thereof contained in the Offering Documents and such description is true, accurate and complete in all material respects.
4.4 The Company has obtained an approval in principle for the listing of, and permission to deal in, the Shares in issue or to be issued, as described in the Offering Documents, on the Stock Exchange.
4.5 The performance by the Warrantors of their respective obligations under the Global Offering; the offer, creation, allotment, issue and sale of the Offer Shares under the Global Offering; and the issue, publication, distribution or making available of the Offering Documents have been duly authorised and do not and will not:
(a) result in a violation or alleged violation or breach or alleged breach of any provision of the memorandum of association and the Articles of the Company; or
(b) result in a breach or alleged breach of, or constitute a default or alleged default under, any indenture, mortgage, charge, lien, Encumbrance, trust, lease, agreement or other instrument to which any member of the Group or any of the Covenantors is a party or by which any member of the Group or any of the Covenantors or any of their respective assets is bound; or
(c) result in a breach or alleged breach of any Laws to which any member of the Group or a...
THE GLOBAL OFFERING. 3.1 Subject only to the resolutions referred to in Recital (B) becoming unconditional, the Company will have power under its memorandum of association and articles of association to issue the Offer Shares and the Shares to be issued pursuant to the Capitalisation Issue, the exercise of the Over-allotment Option and the Shares fall to be allotted and issued upon the exercise of the options which may be granted under the Share Option Scheme without any further consent or sanction by members or creditors of the Company or any further consent or approval by any other person or any governmental agency or regulatory body and no other consents are required by the Company to allot and issue any of the Offer Shares, the Over-allotment Shares and the Shares fall to be allotted and issued upon the exercise of the options which may be granted under the Share Option Scheme, to enter into and perform this Agreement and the International Underwriting Agreement and to pay all commissions, fees and expenses provided for herein and therein which in each case have not been irrevocably and unconditionally obtained.
3.2 The creation of the Offer Shares and, where applicable, the Over-allotment Shares and the offering of the Offer Shares and, where applicable, the Over-allotment Shares on the terms and subject to the conditions of the Global Offering in the manner as described in the Prospectus and the execution and delivery by or on behalf of the Warrantors respectively of, and compliance by the Warrantors respectively with the terms of, this Agreement and the issue of the Prospectus:
(a) are, and will at the time of the closing of the application lists in respect of the Global Offering be, in accordance with the Companies Act, the Companies Ordinance, Companies (Miscellaneous) Ordinance, all other applicable Hong Kong and the Cayman Islands law and governmental regulations, the memorandum of association, the articles of association or other constitutional documents of the Company and the rules and regulations of the Stock Exchange, and the issue of the Prospectus does not conflict with or result in a breach of any existing provisions of the laws or regulations of Hong Kong or the Cayman Islands subject, as for enforceability, to bankruptcy, insolvency, reorganisation and similar laws of general applicability relating to or affecting creditors’ rights and general equitable principles;
(b) do not, and will not at the time of the Acceptance Date, infringe the terms of, or consti...