•] CLASS A ORDINARY SHARES AMTD DIGITAL INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2021 • AMTD Digital Inc. • Finance services • New York
Contract Type FiledJune 7th, 2021 Company Industry JurisdictionThe undersigned understands that you (the “Representatives”) and certain other firms (together with the Representatives, the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriters of Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) in the form of American Depositary Shares (the “American Depositary Shares” and together with the Ordinary Shares, the “Securities”), of AMTD Digital Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and that the Underwriters propose to reoffer the Securities to the public (the “Offering”).
UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2019 • AMTD International Inc. • Finance services • New York
Contract Type FiledJuly 31st, 2019 Company Industry JurisdictionThe Underwriters will take delivery of the Shares in the form of American Depositary Shares. The American Depositary Shares are to be issued pursuant to a deposit agreement dated as of [·], 2019 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon , as Depositary (the “Depositary”), and the holders and beneficial owners from time to time of the American Depositary Shares issued under the Deposit Agreement. Each American Depositary Share will initially represent the right to receive one Class A Ordinary Shares deposited pursuant to the Deposit Agreement. The Class A Ordinary Shares of the Company represented by the ADSs are hereinafter referred to as the “Underlying Securities.”
UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2018 • TuanChe LTD • Services-business services, nec • New York
Contract Type FiledNovember 15th, 2018 Company Industry JurisdictionThe Underwriters will take delivery of the Shares in the form of American Depositary Shares. The American Depositary Shares are to be issued pursuant to a Deposit Agreement dated as of [·], 2018 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as Depositary (the “Depositary”), and the owners and holders from time to time of the American Depositary Shares issued under the Deposit Agreement. Each American Depositary Share will initially represent the right to receive four Ordinary Shares deposited pursuant to the Deposit Agreement. The Ordinary Shares of the Company represented by the ADSs are hereinafter referred to as the “Underlying Securities”.
Open Text Corporation 9,250,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2016 • Open Text Corp • Services-computer integrated systems design • New York
Contract Type FiledDecember 19th, 2016 Company Industry JurisdictionPursuant to a Master Acquisition Agreement (the “Acquisition Agreement”), dated as of September 12, 2016, by and among the Company, EMC Corporation, a Massachusetts corporation (“EMC”), EMC International Company, a company organized under the laws of Ireland (“EIC”), and EMC (Benelux) B.V., a besloten vennootschap organized under the laws of Netherlands (“EMC Benelux” and, together with EMC and EIC, the “Sellers”), the Company will acquire certain assets and assume certain liabilities of the enterprise content division of the Sellers (the “Business” and such transactions, collectively, the “Acquisition”). The Company expects to finance the Acquisition with the net proceeds of the issuance of the Shares, the proceeds from an anticipated debt financing (the “Concurrent Debt Financing”) and cash on hand. The completion of the offering of Common Shares contemplated hereby is not contingent on the completion of the Concurrent Debt Financing and the Concurrent Debt Financing is not contingen