Alternate Subscriber Sample Clauses
Alternate Subscriber. The Alternate Subscriber hereby undertakes, represents and warrants to the Company:-
(A) As at the date of this Deed it has (subject to the obtaining by China Netcom of the approval of the PRC State Council), and on the Completion Date it will have, the full right, power and authority to enter into, and to perform its obligations under, this Deed and this Deed constitutes its legal, valid and binding obligations enforceable in accordance with its terms.
(B) As at the date of this Deed it has (subject to the obtaining by China Netcom of the approval of the PRC State Council), and on the Completion Date it will have, obtained all governmental, regulatory or similar consents required from any Authority, authorities, approvals and permissions required to enter into, and to perform its obligations under, this Deed and there are no regulatory or administrative obstacles to the remittance of the Subscription monies to the Company in Hong Kong in accordance with the terms of this Deed and the Subscription Agreement.
Alternate Subscriber. (A) Provided that the Subscriber gives written notice in accordance with clause 4.4(B), the Subscriber shall be entitled to assign all (but not part only) of its rights in and to this Agreement (including the right to subscribe for and be issued and allotted the Subscription Shares at completion of the Subscription and the rights and benefit of and to the Company Warranties) to a company which is wholly-owned by the Subscriber (the "Alternate Subscriber"), provided that:
(1) at completion of the Subscription the Alternate Subscriber is a wholly-owned subsidiary of the Subscriber and an indirect wholly-owned subsidiary of China Netcom;
(2) on or before the Completion Date, the Alternate Subscriber enters into and delivers to China Netcom and to the Company an agreement in a form satisfactory to the Company undertaking to comply with the obligations of the Subscriber under this Agreement (including giving representations and warranties relating to itself similar to those contained in clause 6 of their Agreement relating to the Subscriber);
(3) the legal opinion referred to in clause 3.1(C) and (D) shall also relate to the Alternate Subscriber and the agreement referred to in paragraph (2) above; and
(4) the Subscriber shall remain liable for any breach by it of this Agreement prior to such assignment, and shall remain bound to perform and comply with all its covenants, undertakings and obligations under this Agreement.
(B) If the Subscriber intends to assign its rights and interest in and to this Agreement pursuant to clause 4.4(A), the Subscriber shall notify the Company in writing of its intention to do so not less than five Business Days prior to the Completion Date. For the avoidance of doubt, the Subscriber shall not be entitled to assign, transfer or otherwise dispose of all or any of its obligations under this Agreement. If the Subscription Shares are issued and allotted to an Alternate Subscriber pursuant to this clause, the references to the "Subscriber" in clauses 4.1, 6.3(B), 8.5(M), 8.7(A) and 8.7(B) shall be deemed thereafter to refer to the "Alternate Subscriber", and references to "Subscriber" in clause 6.4 shall be deemed to refer to both the Subscriber and Alternate Subscriber.