Examples of Commitment Ordinary Shares in a sentence
The Buyer has been advised that the offer and sale of the Shares, the Commitment Ordinary Shares and the Company Commitment Shares (collectively, the “Acquired Securities”) has not been registered under the Securities Act, or any other securities laws and, therefore, none of the Acquired Securities acquired pursuant to this Agreement can be resold unless they are registered under the Securities Act and applicable securities laws or unless an exemption from such registration requirements is available.
In consideration for the Investor’s execution and delivery of this Agreement, the Company shall, not later than 4:00 p.m. (New York City time) on the date that the Initial Registration Statement is filed with the Commission, deliver duly executed share certificate(s) in original form, registered in the name of the Investor, together with a certified true copy of the register of members of the Company, evidencing the Commitment Ordinary Shares being issued to the Investor.
The certificate representing the Commitment Ordinary Shares issued prior to the Effective Date of the Initial Registration Statement, except as set forth below, shall bear a restrictive legend in substantially the following form (and stop transfer instructions may be placed against transfer of such Commitment Ordinary Shares): THE OFFER AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
For the avoidance of doubt, all of the Commitment Ordinary Shares shall be fully earned as of the Closing Date regardless of whether any VWAP Purchases are issued by the Company or settled hereunder or any termination of this Agreement.
After the Registration Statement has been declared effective by the SEC and prior to the Commencement, the Company shall direct that the Commitment Ordinary Shares and the Initial Purchase Ordinary Shares shall be deposited with the Depositary in accordance with the provisions of the Deposit Agreement so that ADRs evidencing the Commitment ADSs and the Initial Purchase ADSs shall be issued by the Depositary to the Buyer.
After the Registration Statement has been declared effective by the SEC and prior to the Commencement, the Company shall direct that the Commitment Ordinary Shares shall be deposited with the Depositary in accordance with the provisions of the Deposit Agreement so that ADRs evidencing the Commitment ADSs shall be issued by the Depositary to the Buyer.
Promptly upon the execution of this Agreement, the Company shall deliver to the Registrar documentation in reasonable form with respect to the issuance of the Commitment Ordinary Shares.
However, so long as the Buyer complies with the requirements of the Depositary, the Buyer may request at any time prior to the Commencement, that the Company shall direct that the Commitment Ordinary Shares to be deposited with the Depositary in accordance with the provisions of the Deposit Agreement so that ADRs evidencing the Commitment ADSs may be issued by the Depositary to the Buyer.
Upon the issuance of the Commitment Ordinary Shares and the Purchase Ordinary Shares in accordance with the terms hereof, they will be (A) duly deposited with the Depositary in accordance with the Deposit Agreement (except in the case of the Commitment ADSs, which shall be duly deposited with the Depositary prior to Commencement), (B) properly and validly allotted and issued, fully paid and nonassessable and (C) free from all taxes and liens with respect to the issuance thereof.
However, so long as the Buyer complies with the requirements of the Depositary, the Buyer may request at any time prior to the Commencement, that the Company shall direct that the Commitment Ordinary Shares and the Initial Purchase Ordinary Shares to be deposited with the Depositary in accordance with the provisions of the Deposit Agreement so that ADRs evidencing the Commitment ADSs and the Initial Purchase ADSs may be issued by the Depositary to the Buyer.