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 ...
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THE GLOBAL OFFERING. 11 3 THE INTERNATIONAL PLACING....................... 16 4 COSTS, EXPENSES, FEES AND COMMISSIONS........... 23
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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.
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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.
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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 Xxxxxxx & Xxxxxxx 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 XXX jointly and severally undertake to use their best endeavours to procure that the Conditions are fulfilled by the time specified for each such Co...
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THE GLOBAL OFFERING. 10 3 THE PUBLIC OFFER ........................................... 14 4 COSTS, EXPENSES, FEES AND COMMISSIONS ...................... 21
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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...
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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...
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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...
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Related to THE GLOBAL OFFERING

  • Equity Offering The issuance and sale after the Closing Date by REIT or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to REIT or any one or more of its Subsidiaries in their respective Subsidiaries).

  • Registered Offerings In the case of an Offering that will be registered in whole or in part (a “Registered Offering”) under the 1933 Act, you acknowledge that the Issuer has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus relating to the Securities. “Registration Statement” means such registration statement as amended to the effective date of the Underwriting Agreement and, in the event that the Issuer files an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) or 462(e) under the 1933 Act, such abbreviated registration statement. “Prospectus” means the prospectus, together with the final prospectus supplement, if any, containing the final terms of the Securities and, in the case of a Registered Offering that is an International Offering, “Prospectus” means, collectively, each prospectus or offering circular, together with each final prospectus supplement or final offering circular supplement, if any, relating to the Offering, in the respective forms containing the final terms of the Securities. “Preliminary Prospectus” means any preliminary prospectus relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering and, in the case of a Registered Offering that is an International Offering, “Preliminary Prospectus” means, collectively, each preliminary prospectus or preliminary offering circular relating to the Offering or each preliminary prospectus supplement or preliminary offering circular supplement, together with a prospectus or offering circular, respectively, relating to the Offering. “Free Writing Prospectus” means, in the case of a Registered Offering, a “free writing prospectus” as defined in Rule 405 under the 1933 Act. As used herein the terms “Registration Statement,” “Prospectus,” “Preliminary Prospectus,” and “Free Writing Prospectus” will include in each case the material, if any, incorporated by reference therein, and as used herein, the term “Registration Statement” includes information deemed to be part thereof pursuant to, and as of the date and time specified in, Rules 430A, 430B, or 430C under the 1933 Act, while the terms “Prospectus” and “Preliminary Prospectus” include information deemed to be a part thereof pursuant to the rules and regulations under the 1933 Act, but only as of the actual time that information is first used or filed with the Commission pursuant to Rule 424(b) under the 1933 Act. The Manager will furnish, make available to you, or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each Prospectus and Preliminary Prospectus (as amended or supplemented, if applicable, but excluding, for this purpose, unless otherwise required pursuant to rules or regulations under the 1933 Act, documents incorporated therein by reference) as soon as practicable after sufficient quantities thereof have been made available by the Issuer.

  • International Offerings In the case of an International Offering, you authorize the Manager: (i) to make representations on your behalf as set forth in any Intersyndicate Agreement, and (ii) to purchase or sell for your account pursuant to the Intersyndicate Agreement: (a) Securities, (b) any other securities of the same class and series, or any securities into which the Securities may be converted or for which the Securities may be exchanged or exercised, and (c) any other securities designated in the applicable AAU or applicable Intersyndicate Agreement (the securities referred to in clauses (b) and (c) above being referred to collectively as the “Other Securities”).

  • Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Offering If the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the prospectus contained therein is available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).

  • Not a Public Offering If you are resident outside the U.S., the grant of the Option is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Option is not subject to the supervision of the local securities authorities.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus.

  • Private Offering It is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or it is not a “U.S. Person” as defined in Rule 902 of Regulation S (“Regulation S”) under the Securities Act. It acknowledges that the sale contemplated hereby is being made in reliance on a private placement exemption to “Accredited Investors” within the meaning of Section 501(a) of Regulation D under the Securities Act and similar exemptions under state law or a non-U.S. Person under Regulation S.

  • Initial Public Offering (a) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering approved in accordance with this Agreement, the Members hereby agree to discuss in good faith whether any of the rights and obligations of the parties hereto and the Company under this Agreement should be amended, restructured or terminated, including, without limitation, whether any of the rights set forth in Section 4.01(d) or 8.04 hereof should be terminated or made subject to any time limitations (or time and volume limitations in the case of Section 5.04 hereof), in order to permit the Initial Public Offering to be effected in a manner consistent with applicable Law, market custom and the recommendations of the Global Coordinators in light of market conditions at such time and the listing requirements of the exchange or market on which the Initial Public Offering is to be effected, taking into account, among other things, the rights of the Preferred Members hereunder and their goal and expectation that the Preferred Payment be effected as promptly as practicable after the date hereof; provided, however, that this sentence shall not in any way either (x) obligate any of the Members or the Company to agree to any amendment, restructuring or termination of any such rights or (y) affect or nullify any rights or obligations of the Members or the Company under this Agreement. (b) Notwithstanding anything to the contrary contained herein but subject to Section 4.01(d), in connection with any Initial Public Offering of the Company (or its successor corporation) or any newly formed corporation as described below, approved in accordance with this Agreement, and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Entity subject to such Public Offering, take such action and execute such documents as may reasonably be necessary to effect such Public Offering as expeditiously as possible, including, without limitation, taking all such actions and executing such documents as may reasonably be necessary to convert the Company into a corporation or to contribute its respective Securities to a newly formed corporation, in each case substantially concurrently with the closing of such Public Offering; provided, however, that in connection with any such conversion or contribution (i) each Preferred Member shall be entitled to receive preferred stock of the corporation whose shares of common stock are being sold in connection with such Public Offering with the same economic rights as such Preferred Member was entitled to prior to such conversion or contribution, including with an aggregate liquidation preference equal to the amount such Preferred Member would be entitled to receive, in respect of the Preferred Units which such Preferred Member held in the Company immediately prior to such conversion or contribution, under Section 5.02 hereof if a liquidation of the Company had occurred immediately prior to the consummation of such Public Offering with the proceeds in such liquidation equal in amount to the implied aggregate equity valuation of the Company (as reasonably determined by the Board of Managers in good faith with the reasonable agreement of a Majority in Interest of the Preferred Members) immediately prior to the consummation of such

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