Convertible Loan Notes Sample Clauses
Convertible Loan Notes. The Convertible Loan Notes will be issued in the aggregate principal amount of HK$1,180 million, will not bear interest and will be convertible into Shares at an initial conversion price of HK$19.93 per Share, subject to customary adjustments. The conversion price has been calculated as the average closing price of a Share for the 5 (five) trading days up to and including the Last Trading Date. The Convertible Loan Notes are not transferable and are not permitted to be converted into Shares prior to the date of grant by the Macau Government to Melco Hotels of the long term lease in respect of the Land, for the construction and development of an integrated entertainment resort. Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Shares falling to be issued on conversion of the Convertible Loan Notes. The exercise in full of the Convertible Loan Notes would result in the issue of an aggregate of 59,207,225 new Shares, representing approximately 12.06% of the issued share capital of Melco on the date of this announcement and 10.76% of the enlarged issued share capital on that date, assuming full conversion of the Convertible Loan Notes. If a legally binding tong term lease in respect of the Land for the construction and development of an integrated entertainment resort is not formally granted to Melco Hotels by 31st December 2006, then Great Respect is required to transfer the Convertible Loan Notes back to Melco, for cancellation, and Melco is required to pay the proceeds received by it from Great Respect on subscription of the Convertible Loan Notes to Melco Entertainment, by way of refund of the purchase price for the acquisition of Great Respect’s interest in the Joint Venture. Completion of the First Agreement and the Second Agreement are subject to the respective conditions precedent specified in this announcement. Completion of the Second Agreement is not conditional upon completion of the First Agreement; however, it is anticipated that (subject to the necessary shareholders approvals having been obtained and other relevant conditions precedent having been fulfilled), the Agreements will be completed at substantially the same time. The First Agreement constitutes a very substantial acquisition for Melco under Chapter 14 of the Listing Rules, on the basis that the total assets which are the subject of the transaction (calculated as Great Respect’s 49.2% interest in the Joint Venture...
Convertible Loan Notes. 11.1 The issue of the Convertible Loan Notes is not, and will not be, subject to pre-emptive or other similar rights and, subject to the passing of the Resolutions at the General Meeting, the issue of the Conversion Shares will not be subject to pre-emptive or other similar rights. There are no restrictions on the subsequent transfer of the Conversion Shares and such Conversion Shares rank pari passu in all respects with and, following AQSE Admission of such Conversion Shares, will be identical to each other and all other Ordinary Shares
11.2 Subject to the passing of the Resolutions at the General Meeting, the creation, allotment and issue and the AQSE Admission of the Conversion Shares and the creation and issue of the Convertible Loan Notes in accordance with this agreement will comply with FSMA, the AQSE Rules, the Companies Act, MAR, the FCA Handbook and all regulations made thereunder and all other relevant laws and regulations of the United Kingdom and elsewhere and all agreements or arrangements to which Group Company is a party or by which each Group Company is bound.
11.3 The Company has full corporate power under its Articles of Association and following the passing of the Resolutions at the General Meeting, to execute the Loan Note Instrument and to create and issue the Convertible Loan Notes and, subject to the passing of the Resolutions at the General Meeting, the power to create, allot and issue the Conversion Shares upon Conversion, and to enter into and perform this agreement without any further sanction or consent by members of the Company or any class of them and, subject to the passing of the Resolutions at the General Meeting, there are no other consents required by the Company for the issue of the Convertible Loan Notes and any Conversion Shares issuable upon conversion thereof and to effect the Convertible Loan Note Financing which have not been irrevocably and unconditionally obtained.
11.4 The aggregate amount borrowed by the Group will not, following the creation and issue of the Convertible Loan Notes, exceed any limitation on the Company's borrowing power contained in the Articles of Association.
Convertible Loan Notes the £1,250,000 secured convertible loan notes 2020 constituted by an instrument entered into by the Company on 17 July 2020 together with £250,000 unsecured convertible loan notes 2021 constituted by an instrument entered into by the Company on 26 April 2021. CTA 2010: the Corporation Tax Act 2010.
Convertible Loan Notes. (A) The obligations of the Issuer under the Convertible Loan Note Instrument and the Convertible Loan Notes shall at all times constitute direct, unconditional, unsecured, unsubordinated and general obligations of, and shall rank at least pari passu with, all other present and future outstanding unsecured obligations, issued, created or assumed by the Issuer.
(B) Subject to the satisfaction of the Conditions in Clause 4.1, the execution, delivery and performance of each of the Convertible Loan Note Instrument and the Convertible Loan Notes by the Issuer do not and shall not violate in any material respect any provision of:
(i) any applicable law or regulation or any applicable order or decree of any governmental authority, agency or court of Hong Kong which has competent jurisdiction over the relevant matter; or
(ii) the laws and documents incorporating and constituting the Issuer. 20th Floor Alexandra House 16 - ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
1. INTERPRETATION 1 2. AMOUNT AND ISSUE OF NOTES 5 3. STATUS AND TRANSFER 6 4. NO INTEREST 7 5. PAYMENTS 7 6. CONVERSION 8 7. PROCEDURE FOR CONVERSION 8 8. ADJUSTMENTS TO THE CONVERSION PRICE 10 9. RESTRICTIONS ON TRANSFER AND CONVERSION 19 10. REDEMPTION 19 11. PROTECTION OF THE NOTEHOLDERS 23 12. REPLACEMENT NOTE 25 13. NOTICES 25 14. AMENDMENT 26 15. GOVERNING LAW AND JURISDICTION 26 SCHEDULE 1 27 CONVERSION NOTICE 27 SCHEDULE 2 29 REDEMPTION NOTICE 29 SCHEDULE 3 30 FORM OF TRANSFER 30 SCHEDULE 4 31 FORM OF NOTE CERTIFICATE 31 THIS INSTRUMENT is executed by way of deed poll on this day of 2005 BY:- MELCO INTERNATIONAL DEVELOPMENT LIMITED, a company incorporated in Hong Kong and having its registered office and principal place of business at Penthouse, 38th Floor, The Centrium, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Company”) THE NOTEHOLDER(S) (as defined herein).
Convertible Loan Notes. On or prior to the Mailing Date, AROC ---------------------- Delaware shall enter into agreements with the holders of the Alliance Convertible Loan Notes, on terms satisfactory to Alliance, providing that after the Offer becomes unconditional, the then outstanding Alliance Convertible Loan Notes shall be exchanged for notes convertible into one AROC Delaware Share in lieu of each Alliance Ordinary Share that they currently represent the right to receive, on terms substantially similar to the terms of the Alliance Convertible Loan Notes.
Convertible Loan Notes. 30 10.7. AROC Delaware Capitalization............................ 30 10.8. Indemnification......................................... 30