DESCRIPTION OF SHARE CAPITAL. As of the date of the Closing, the statements set forth in the Pricing Prospectus (as defined in the Underwriting Agreement) and Prospectus (as defined in the Underwriting Agreement) under the caption “Description of Share Capital and Articles of Association,” insofar as they purport to constitute a summary of the terms of the Company’s Share Capital, are accurate, complete and fair in all material respects.
DESCRIPTION OF SHARE CAPITAL. We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time and the Companies Law (2018 Revision) of the Cayman Islands, which is referred to as the Companies Law below, and the common law of the Cayman Islands. As of March 30, 2018, our authorized share capital was $50,000, consisting of 500,000,000 ordinary shares, par value of U.S. $0.0001, each. As of March 30, 2018, 22,455,702 ordinary shares issued and outstanding. All of our issued and outstanding ordinary shares are fully paid. The following are summaries of material provisions of our current amended and restated memorandum and articles of association that became effective immediately prior to the completion of our initial public offering, or IPO, in March 2017, insofar as they relate to the material terms of our ordinary shares.
DESCRIPTION OF SHARE CAPITAL. Authorized Capital Our authorized capital consists of an unlimited number of Common Shares. The following is a summary of the provisions attached to our Common Shares. Common Shares The holders of our Common Shares are entitled to one vote per share at meetings of shareholders, to receive such dividends as declared by the Board and to receive our remaining property and assets upon dissolution or wind up. Our Common Shares are not subject to any future call or assessment and there are no pre-emptive, conversion or redemption rights attached to such shares. As at the date hereof, we have 57,790,158 Common Shares issued and outstanding. After giving effect to the exercise of all outstanding options to acquire Common Shares granted under the Corporation’s stock option plan and all outstanding share awards granted under the Corporation’s share award plan, we would have 62,908,546 Common Shares issued and outstanding. Common Share Purchase Warrants As of the date hereof, we have 64,035 Common Share purchase warrants (the “2019 Warrants”) issued and outstanding. Each 2019 Warrant entitles the holder to purchase one common share at an exercise price of US$0.90 until August 16, 2024.
DESCRIPTION OF SHARE CAPITAL. The following description of our share capital summarizes certain provisions of our By-laws. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our By-laws, copies of which have been filed with the SEC. Holders of ADSs will be able to exercise their rights with respect to the ordinary shares underlying the ADSs only in accordance with the terms of the deposit agreement. See the description under the caption “Item 12. Description of Securities Other than Equity Securities—D. American Depositary Shares” of our Annual Report on Form 20-F for the year ended December 31, 2021, which is incorporated by reference herein.
DESCRIPTION OF SHARE CAPITAL. The following description of our share capital summarizes certain provisions of our bylaws. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our bylaws, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part.
DESCRIPTION OF SHARE CAPITAL. Common Shares We are authorized to issue an unlimited number of common shares, without par value. As of December 31, 2019, the date of the most recent audited balance sheet included in our financial statements, there were 37,049,374 common shares issued and outstanding and 33,511,711 common shares issuable upon exercise of outstanding stock options and warrants. As of November 18, 2020, there were 78,710,076 common shares issued and outstanding and 31,552,922 common shares issuable upon exercise of outstanding stock options and warrants. The holders of our common shares are entitled to vote at all meetings of shareholders, to receive dividends if, as and when declared by the directors and to participate pro rata in any distribution of property or assets upon our liquidation, winding-up or other dissolution. Our common shares carry no pre-emptive rights, conversion or exchange rights, redemption, retraction, repurchase, sinking fund or purchase fund provisions. There are no provisions requiring the holder of our common share to contribute additional capital and no restrictions on the issuance of additional securities by us. There are no restrictions on the repurchase or redemption of common shares by us except to the extent that any such repurchase or redemption would render us insolvent pursuant to the B.C. Business Corporations Act. Preferred Shares We may issue our preferred shares from time to time in one or more series. The terms of each series of preferred shares, including the number of shares, the designation, rights, preferences, privileges, priorities, restrictions, conditions and limitations, will be determined at the time of creation of each such series by our board of directors, without shareholder approval, provided that all preferred shares will rank equally within their class as to dividends and distributions in the event of our dissolution, liquidation or winding-up. We do not have any preferred shares outstanding as of the date of this prospectus. Transfer Agent Our stock transfer agent and warrant agent for our securities is VStock Transfer, LLC, located at 00 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx, X.X.X., 00000, and its telephone number is (000) 000-0000.
DESCRIPTION OF SHARE CAPITAL. (a) As of the date of this Agreement, the capitalization of the Company as set forth in the preliminary prospectus (as defined in the Underwriting Agreement) and Prospectus (as defined in the Underwriting Agreement) under the caption “Capitalization” is accurate and complete in all material respects.
DESCRIPTION OF SHARE CAPITAL. The information set forth under the caption “Description of Share Capital” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any similar section or information contained in the Time of Sale Prospectus) is true and correct in all material respects. All of the Offered ADSs and the Underlying Securities conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The form of certificates, if any, for the Ordinary Shares conforms to the United Kingdom Companies Act 2006 (the corporate law of the jurisdiction of the Company’s incorporation) and to any requirements of the Company’s articles of association. Subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except as otherwise specifically stated therein or in this Agreement, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money that would have any material adverse effect on the Company’s indebtedness or net assets; or (ii) declared or paid any dividend or made any other distribution on or in respect to its Ordinary Shares.
DESCRIPTION OF SHARE CAPITAL. The following description of our share capital is intended as a summary only and therefore is not a complete description of our share capital. This description is based upon, and is qualified by reference to, our constitution and applicable provisions of the Irish Companies Act 2014, as amended (the “Irish Companies Act”). You should read our constitution, which is filed as an exhibit to the registration statement of which this prospectus forms a part, for the provisions that are important to you.
DESCRIPTION OF SHARE CAPITAL. The authorized capital of the Corporation consists of an unlimited number of common shares without par value. On the date of this prospectus, 183,250,082 Common Shares were outstanding, including 709,882 restricted shares. In addition, as of April 5, 2013, there were options outstanding to acquire 15,120,000 Common Shares and restricted stock units to acquire 76,000 Common Shares pursuant to the Corporation’s 2007 Omnibus Share Compensation Plan, as amended and restated (the “Omnibus Plan”). In addition, as of April 5, 2013, there were bonus shares to acquire 3,640,000 Common Shares issuable pursuant to the Corporation’s bonus share incentive plan for certain directors, key employees and consultants, and warrants to acquire 27,584,089 Common Shares. For further details regarding the authorized capital of the Corporation, see the 2012 AIF, which is incorporated herein by reference. Common Shares Shareholders are entitled to one vote per Common Share at all meetings of Shareholders except meetings at which only holders of another specified class or series of shares of the Corporation are entitled to vote separately as a class or series. The holders of Common Shares are entitled to receive dividends as and when declared by the Board of Directors, and to receive a pro rata share of the remaining property and assets of the Corporation in the event of liquidation, dissolution or winding up of the Corporation. The Common Shares carry no pre-emptive, redemption, purchase or conversion rights. Pursuant to the terms of prior financings, the Standby Purchaser has certain anti-dilution rights that permit it to acquire additional securities so as to maintain its proportional equity interest in the Corporation. Neither the BCBCA nor the constating documents of the Corporation impose restrictions on the transfer of Common Shares on the register of the Corporation, provided that the Corporation receives the certificate representing the Common Shares to be transferred together with a duly endorsed instrument of transfer and payment of any fees and taxes which may be prescribed by the Board of Directors from time to time. There are no sinking fund provisions in relation to the Common Shares and they are not liable to further calls or to assessment by the Corporation. The BCBCA provides that the rights and provisions attached to any class of shares may not be modified, amended or varied unless consented to by special resolution passed by a majority of not less than two-third...
