Conditional Agreement. 2.1 Completion is conditional upon the satisfaction or waiver of the following conditions: (a) the Warranties and the Guarantors’ Warranties remaining true and correct in all material respects at Completion; (b) all necessary third party consents and approvals required to be obtained in respect of this Agreement and the transactions contemplated hereby, including but not limited to the Subscription, having been obtained; (c) the passing by the Independent Shareholders of the Company who are entitled to vote and not required to abstain from voting under the Listing Rules and/or the Takeovers Code at a special general meeting of the Company to be convened and held of the necessary resolutions to approve this Agreement and the transactions contemplated hereunder, including among others, the allotment and issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares falling to be issued upon conversion of the Convertible Bonds, the Whitewash Waiver and the election of the Subscriber’s nominees as directors of the Company, effective upon Completion; (d) the Shares remaining listed on the Main Board of the Stock Exchange at all times from the date of this Agreement, save for any suspension in trading not exceeding five consecutive trading days (except for any suspension for the purpose of clearing any announcement regarding the Subscription and this Agreement), or such longer period as the Subscriber may accept in writing; (e) the Stock Exchange granting, and not having withdrawn or revoked up to Completion, the listing of and permission to deal in the Subscription Shares and the Conversion Shares falling to be allotted and issued upon conversion of the Convertible Bonds on the Stock Exchange; (f) the granting of the Whitewash Waiver by the Executive and the satisfaction of any condition attached to the Whitewash Waiver and the Whitewash Waiver not having been revoked or withdrawn; (g) there having been no material breach of the provisions of Clause 7; and (h) save as disclosed in the announcement of the Company dated 7 July 2016, no Material Adverse Effect on the Group Companies having occurred since the Accounting Date. 2.2 The Company shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of the conditions specified in Clauses 2.1(a), (b), (c), (d), (e), (g) and (h) by the time specified in Clause 2.4. The Subscriber shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of the condition specified in Clause 2.1(b) and (f) by the time specified in Clause 2.4. Each of the parties hereto shall procure that all information and documents required pursuant to the Listing Rules, the Takeovers Code and other applicable rules, codes and regulations and all other announcements, circulars, reports, documents, independent advices or otherwise duly given promptly to the Company, the Stock Exchange, the SFC and other regulatory authorities. 2.3 The Subscriber may at any time waive in whole or in part and conditionally or unconditionally the condition specified in Clauses 2.1(a), (b), (d), (g) and (h) in writing to the Company. 2.4 In the event the condition referred to in Clause 2.1 not being fulfilled or (where applicable) waived by 12:00 noon on 30 September 2016 (or such other time and date as may be agreed by the Company and the Subscriber in writing), all rights, obligations and liabilities of the parties hereunder shall cease and terminate and neither party shall have any claim against the other, save for any antecedent breaches of the terms hereof.
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Sources: Subscription Agreement
Conditional Agreement. 2.1 2.1. The Parties agree that the obligation of the Investor to subscribe for its Subscription Preference Shares at each Completion is conditional conditioned upon the satisfaction or waiver of the following conditions:
(a) the Warranties and the Guarantors’ Warranties remaining true and correct in all material respects at Completion;
(b) all necessary third party consents and approvals required to be obtained in respect of this Agreement and the transactions contemplated hereby, including but not limited subject to the Subscriptionconditions precedent stated in Schedule 1A applicable to the applicable Completion (the “Investor Conditions Precedent”) being fulfilled or satisfied, having been obtained;
(c) as the passing case may be, upon or before the applicable Completion unless otherwise waived by the Independent Shareholders of Investor. The Parties agree that the Company who are entitled to vote and not required to abstain from voting under the Listing Rules and/or the Takeovers Code at a special general meeting obligation of the Company to be convened issue the Subscription Preference Shares to the Investor at each Completion is conditioned upon and held subject to the conditions precedent stated in Schedule 1B applicable to the applicable Completion (the “Company Conditions Precedent”, and together with the Investor Conditions Precedent, the “Conditions Precedent”) being fulfilled or satisfied, as the case may be, upon or before the applicable Completion unless otherwise waived by the Company.
2.2. [Reserved.]
2.3. The obligations of the necessary resolutions Parties referred to approve this Agreement and in Clause 2.1 as to the transactions contemplated hereunder, including among others, the allotment and issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares falling to be issued upon conversion of the Convertible Bonds, the Whitewash Waiver and the election of the Subscriber’s nominees as directors of the Company, effective upon Completion;
(d) the Shares remaining listed applicable Completion shall become unconditional on the Main Board of applicable Fulfilment Date (it being understood and agreed that the Stock Exchange at all times from the date of this Agreement, save for any suspension in trading not exceeding five consecutive trading days (except for any suspension for the purpose of clearing any announcement regarding the Subscription and this Agreementcovenants set forth Clauses 4.1.1(b)(iii), or such longer period as the Subscriber may accept in writing;
(e4.1.2(b)(iii) the Stock Exchange granting, and not having withdrawn or revoked up to Completion, the listing of and permission to deal in the Subscription Shares and the Conversion Shares falling to 4.1.3(b)(iii) shall be allotted and issued upon conversion of the Convertible Bonds fulfilled on the Stock Exchange;
(f) the granting of the Whitewash Waiver by the Executive and the satisfaction of any condition attached to the Whitewash Waiver and the Whitewash Waiver not having been revoked or withdrawn;
(g) there having been no material breach of the provisions of Clause 7; and
(h) save as disclosed in the announcement of the Company dated 7 July 2016, no Material Adverse Effect on the Group Companies having occurred since the Accounting applicable Completion Date).
2.2 The Company shall, at its own cost, exercise all reasonable endeavours to procure the satisfaction of the conditions specified in Clauses 2.1(a), (b), (c), (d), (e), (g) and (h) by the time specified in Clause 2.4. The Subscriber shall, at its own cost, exercise all reasonable endeavours to procure Company acknowledges that the satisfaction applicable Investor Conditions Precedent are for the benefit of the condition specified Investor. The Investor may waive any applicable Investor Condition Precedent in Clause 2.1(b) and (f) by respect of its obligation to subscribe for the time specified in Clause 2.4. Each of the parties hereto shall procure that all information and documents required pursuant to the Listing RulesInitial Tranche Subscription Preference Shares, the Takeovers Code and other applicable rules, codes and regulations and all other announcements, circulars, reports, documents, independent advices Second Tranche Subscription Preference Shares or otherwise duly given promptly to the Company, the Stock Exchange, the SFC and other regulatory authorities.
2.3 The Subscriber may Third Tranche Subscription Preference Shares at any time waive in whole or in part and conditionally or unconditionally the condition specified in Clauses 2.1(a), (b), (d), (g) and (h) by notice in writing to the Company.
2.4 In 2.5. Each Party shall use all reasonable endeavours to satisfy or procure the event satisfaction of each of the condition referred relevant Conditions Precedent as soon as possible. The Investor shall, and shall cause its Affiliates to, commence a capital call from its investors as soon as reasonably practicable:
(i) after the date of this Agreement in order to in Clause 2.1 not being fulfilled or be able to fund the Initial Tranche Purchase Price at the Initial Completion as contemplated by this Agreement;
(where applicableii) waived by 12:00 noon on 30 September 2016 after the Initial Completion (or earlier) in order to be able to fund the Second Tranche Purchase Price at the Second Completion as contemplated by this Agreement; and
(iii) after the Second Completion (or earlier) in order to be able to fund the Third Tranche Purchase Price at the Third Completion as contemplated by this Agreement. Following the completion of each capital call as described above, the Investor shall cause its Affiliates to deliver such other time and date proceeds from such capital call as may be agreed necessary for Investor to consummate the relevant Completion in accordance with this Agreement.
2.6. If all Conditions Precedent applicable to any Completion shall have been obtained, fulfilled or waived by the applicable Party, SVF may with respect to such Completion, by giving written notice to the Company no later than five Business Days prior to the applicable Target Completion Date, postpone the applicable Target Completion Date once by up to an additional ten Business Days or such longer time as SVF and the Subscriber in writingCompany may mutually agree (such extended date, the “Extended Completion Date”); provided, that if SVF so postpones the applicable Target Completion Date, (i) all rights, obligations Investor Conditions Precedent shall be deemed irrevocably and liabilities unconditionally waived by SVF as of the parties hereunder applicable Target Completion Date without any further action by any of the Parties, (ii) all references to the applicable Completion Date with respect to the Company’s representations and warranties contained in this Agreement shall cease and terminate and neither party be deemed to be references to the applicable Target Completion Date, (iii) following the applicable Target Completion Date, SVF shall no longer have any claim against right to terminate this Agreement with respect to such Completion, other than in respect of any Company Closing Breach, (iv) SVF shall be deemed in material breach of its obligations under this Agreement if it does not fund the other, save for applicable Subscription Amount at the applicable Extended Completion Date and (v) the Company may pursue any antecedent breaches or all of its rights pursuant to Clause 5.1 if SVF does not fund the terms hereofapplicable Subscription Amount at the applicable Extended Completion Date.
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Conditional Agreement. 2.1 Completion of the Lease is conditional upon the satisfaction or waiver Conditions Precedent being satisfied by the Long Stop Date
2.2 If the Tenant wishes to vary those of the following conditions:
(a) Tenant’s Proposed Works as affect the Warranties exterior of the Building it shall provide the Landlord with full plans and specifications and any other details which the Landlord may reasonably require in relation to such variation to the Tenant’s Proposed Works and upon receipt thereof the Landlord shall at the cost of the Tenant and with all due expedition examine such plans and specifications and inform the Tenant whether its consent is given to such plans and specifications or not and if the Landlord refuses consent then the Tenant may alter its plans and specifications and resubmit them to the Landlord and the Guarantors’ Warranties remaining true Landlord shall examine them and correct inform the Tenant whether its consent is given in all material respects at Completion;accordance with the terms of this Clause and this process may be repeated until the Landlord’s consent is given or until the Tenant serves notice on the Landlord that it does not intend to vary the Tenant’s Proposed Works provided that no such variations shall be permitted which shall prevent the Conditions Precedent being satisfied by the Long Stop Date
2.3.1 The Tenant shall use best endeavours to obtain (bi) all necessary third party Planning Permission and (ii) any other consents required for the carrying on of the Tenant’s Proposed Business and approvals required the carrying out of the Tenant’s Proposed Works as soon as reasonably possible and in any event before the Long Stop Date
2.3.2 The Tenant shall inform the Landlord in writing no later than five working days after it has received Planning Permission and the consents referred to be obtained in respect Clause 2.3.1 above and for the avoidance of doubt the Tenant shall so notify the Landlord on each and every occasion that it shall receive Planning Permission or the consent (as the case may be)
2.4 The Tenant shall commission a full structural survey of the Building as soon as reasonably possible and in any event no later than 10 working days from the date of this Agreement and the transactions contemplated hereby, including but not limited to the Subscription, having been obtained;
(c) the passing by the Independent Shareholders of the Company who are entitled to vote and not required to abstain from voting under the Listing Rules and/or the Takeovers Code at a special general meeting of the Company to be convened and held of the necessary resolutions to approve this Agreement and the transactions contemplated hereunder, including among others, the allotment and issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares falling to Tenant shall procure that such survey shall be issued upon conversion of the Convertible Bonds, the Whitewash Waiver and the election of the Subscriber’s nominees as directors of the Company, effective upon Completion;
(d) the Shares remaining listed on the Main Board of the Stock Exchange at all times no later than six months from the date of this Agreement, save for any suspension Agreement and the Tenant shall provide the Landlord with a full copy of such survey within five working days of receipt by the Tenant and at the same time shall give written notice to the Landlord of whether or not in trading not exceeding five consecutive trading days (except for any suspension the Tenant’s reasonable opinion the Building is suitable for the purpose carrying out of clearing any announcement regarding the Subscription and Tenant’s Proposed Works and/or carrying on of the Tenant’s Proposed Business
2.5.1 The Landlord shall as soon as reasonably possible submit a copy of this Agreement), or such longer period as the Subscriber may accept in writing;
(e) the Stock Exchange granting, and not having withdrawn or revoked up to Completion, the listing of and permission to deal in the Subscription Shares Agreement and the Conversion Shares falling Lease to be allotted any party which has a charge over the Landlord’s Superior Title and issued upon conversion of the Convertible Bonds on the Stock Exchange;
(f) the granting of the Whitewash Waiver by the Executive and the satisfaction of any condition attached to the Whitewash Waiver and the Whitewash Waiver not having been revoked or withdrawn;
(g) there having been no material breach of the provisions of Clause 7; and
(h) save as disclosed in the announcement of the Company dated 7 July 2016, no Material Adverse Effect on the Group Companies having occurred since the Accounting Date.
2.2 The Company shall, at its own cost, exercise shall use all reasonable endeavours to procure obtain the satisfaction consent of such charges to this Agreement and the grant of the conditions specified in Clauses 2.1(a), (b), (c), (d), (e), (g) and (h) by Lease as soon as reasonably possible
2.5.2 The Landlord shall inform the time specified in Clause 2.4. The Subscriber shall, at its own cost, exercise all reasonable endeavours to procure Tenant as soon as reasonably practicable once it has received the satisfaction of the condition specified in Clause 2.1(b) and (f) by the time specified in Clause 2.4. Each of the parties hereto shall procure that all information and documents required pursuant to the Listing Rules, the Takeovers Code and other applicable rules, codes and regulations and all other announcements, circulars, reports, documents, independent advices or otherwise duly given promptly to the Company, the Stock Exchange, the SFC and other regulatory authorities.
2.3 The Subscriber may at any time waive in whole or in part and conditionally or unconditionally the condition specified in Clauses 2.1(a), (b), (d), (g) and (h) in writing to the Company.
2.4 In the event the condition consents referred to in Clause 2.1 not being fulfilled or (where applicable) waived by 12:00 noon on 30 September 2016 (or such other time and date as may be agreed by 2.5.1 above
2.6.1 In relation to the Company and the Subscriber in writing), all rights, obligations and liabilities of Court Order the parties hereunder shall cease as soon as reasonably practicable make to the Mayors and terminate City of London Court an application for the Court Order and neither party shall have any claim against diligently pursue such application and use their reasonable endeavours to obtain the other, save for any antecedent breaches of Court Order
2.6.2 The Landlord shall inform the terms hereof.Tenant as soon as reasonably practicable once the Court Order has been granted
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