Examples of Share Purchase Closing in a sentence
The obligations of the Company and the Exercising Investor to purchase the applicable Optional Shares at the applicable Optional Share Purchase Closing (the date thereof, the “Optional Share Purchase Closing Date”) shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article V applicable to an Optional Share Purchase Closing.
All covenants and agreements of the parties contained herein shall survive the Initial Closing and any Optional Share Purchase Closing in accordance with their terms.
Set out below are the group structures of HB Entertainment (a) as at the date of this announcement; (b) upon completion of the Share Purchase Closing and the First CPS Subscription Closing; and (c) upon completion of the Second CPS Subscription Closing and full conversion of the CPS.
As of the date of this Agreement, neither Investor is aware of any reason why the funds sufficient to pay its pro rata share of the purchase price for the Purchased Shares or the Optional Shares will not be available on the Initial Closing Date or the applicable Optional Share Purchase Closing Date.
As from the First CPS Subscription Closing Date and Share Purchase Closing Date, the HB Entertainment Major Shareholder and HB Corp shall cause HB Entertainment to discuss and cooperate with the Company in good faith regarding the possibility of the Company’s participation and cooperation with HB Entertainment in potential investments, projects or other businesses of HB Entertainment in the People’s Republic of China arising after the First CPS Subscription Closing Date and Share Purchase Closing Date.
At the Initial Closing and, if applicable, the applicable Optional Share Purchase Closing, each Investor will have available funds necessary to consummate the purchase of the applicable Purchased Shares or Optional Shares, as applicable, in each case, on the terms and conditions contemplated by this Agreement.
Out of the total consideration for the Investment (comprising the CPS Subscription and the Share Purchase) of up to approximately KRW44,935.7 million (equivalent to approximately HK$296.6 million), approximately KRW26,999.9 million (equivalent to approximately HK$178.2 million) will be payable upon completion of the Share Purchase Closing and the First CPS Subscription Closing, and will be financed by the Group’s internal resources.
By written notice to the Company, an Investor may terminate its Optional Shares Election Option at any time prior to the applicable Optional Share Purchase Closing.
Except in the case of Fraud, (i) the representations and warranties of the parties contained in Article II and Article III hereof made at the Initial Closing shall survive for twelve (12) months following the Initial Closing, and (ii) if applicable, the representations and warranties of the parties contained in Article II and Article III hereof made at any Optional Share Purchase Closing shall survive for twelve (12) months following such Optional Share Purchase Closing.
As from the First CPS Subscription Closing Date and Share Purchase Closing Date, the board of HB Entertainment shall have four directors, one of which shall be nominated, appointed and removed by the Company, up to the date that the Company no longer holds 10% or more of the shares in issue of HB Entertainment.