Offer Shares. 3.1. The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the Hong Kong Underwriting Agreement, as applicable, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Shares contained in the U.S Registration Statement, the Disclosure Package and the Final International Prospectus.
Offer Shares. 3.1 The ultimate legal and beneficial owners of the Shares, prior to the issuance of the Offer Shares by the Company for subscription under the Global Offering, are fully and accurately disclosed in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP.
Offer Shares. Harbinger may elect to implement the Proposal by way of Offer, and Xxxxxxxxx may, subject to the terms and conditions set forth in Article XIII, elect that all or part of the consideration for the Offer consists of Offer Shares. In connection with an Offer which includes Offer Shares, the Company shall file with the SEC a registration statement on Form S-4 relating to the Offer Shares and the Offer (together with any amendments thereto, and including any documents incorporated by reference therein, the "Offer Shares Registration Statement"), within 60 days of a request in writing by Xxxxxxxxx, provided, however, that if the Company requires additional time to prepare the financial information required to be included in the Offer Shares Registration Statement, such time shall be extended for a reasonable period to allow the Company to prepare the financial information required to be included therein. If Harbinger determines to make a request to the Company to file the Offer Shares Registration Statement, Harbinger shall make such request to the Company at least four (4) calendar months prior to the date that, in the good faith opinion of Xxxxxxxxx, the Regulatory Approvals are likely to be obtained. The Company will cause the Offer Shares Registration Statement to comply with the applicable provisions of the Securities Act and the rules and regulations thereunder. In addition, the Company shall, upon no less than 60 days notice in writing from Harbinger submit a draft prospectus (the "Prospectus") to the FSA for approval in accordance with the Prospectus Rules, provided, however, that if the Company requires additional time to prepare the financial information required to be included in the Prospectus, such time shall be extended for a reasonable period to allow the Company to prepare the financial information required to be included therein. The Company will use its reasonable best efforts to have the Offer Shares Registration Statement declared effective by the SEC under the Securities Act as soon as reasonably practicable following the filing of the Offer Shares Registration Statement and to have the Prospectus approved by the FSA in accordance with the Prospectus Rules as soon as reasonably practicable following submission of the Prospectus to the FSA. Harbinger and its counsel shall participate along with and shall co-operate in good faith with the Company and its counsel in the preparation of the Offer Shares Registration Statement and the Prospectus,...
Offer Shares. 3.1 The Offer Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement or the Hong Kong Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly authorized, issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims, and will have attached to them the rights and benefits specified in the Memorandum and Articles of Associations as described in each of the Hong Kong Prospectus, the Registration Statement, the Pricing Disclosure Package, the Prospectus, the Application Proof and the PHIP and, in particular, will rank pari passu in all respects with the existing issued Class A Ordinary Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment, and will be freely transferrable by the Company to or for the account of the Hong Kong Underwriters (or the applicants under the Hong Kong Public Offering) and the International Underwriters (or purchasers procured by the Joint Global Coordinators or the International Underwriters). The Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the Hong Kong Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the Cayman Islands or Hong Kong or the Memorandum and Articles of Association or other constituent or constitutive documents or the business license of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder.
Offer Shares. 3.1. The Offer Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly authorized, issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the British Virgin Islands or Hong Kong or the Articles of Association and the memorandum of association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is a party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder.
Offer Shares. 3.1 The Offer Shares have been duly and validly authorised and, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be duly and validly issued, fully paid and non-assessable, free of any pre-emptive right, resale right, right of first refusal or similar right and subject to no Encumbrance or adverse claims; the Offer Shares, when issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the PRC or Hong Kong or the Articles of Association or other constituent or constitutive documents of the Company or any agreement or other instrument to which the Company is party; no holder of Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of the Company’s liabilities or obligations by reason of being such a holder. The certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under the laws of the PRC.
Offer Shares payment for the Offer Shares shall be made in Euro in an amount equal to the Share Offer Price multiplied by the number of Offer Shares; and
Offer Shares. (i) the Shares to be issued will be validly issued on the terms and subject to the conditions set out in the Offer Documents, fully paid, rank equally with existing Shares on issue and will be issued free from all encumbrances, other than those provided for in the Certificate of Incorporation and Bylaws of the Company; Underwriting Agreement
Offer Shares. The Borrower shall procure that all shares in Target acquired pursuant to the Offer are transferred and deposited direct into the Borrower Security Account as soon as reasonably practicable.
Offer Shares. The Offer Shares and all other issued and outstanding share capital of the Company have been duly and validly authorized and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, and registered in the register of members of the Company, will be duly and validly allotted and issued, fully paid and non-assessable, free of any Encumbrance; the Offer Shares will have attached to them the rights and benefits specified in the Company’s articles of association as described in each of the Hong Kong Public Offering Documents, in particular, will rank pari passu in all respects with the existing issued Shares, including the right to rank in full for all distributions declared, paid or made by the Company after the time of their allotment; the certificates for the Offer Shares, when issued, will be in due and proper form such as to be legal and valid under all applicable Laws; subject to Company's articles of association, the Offer Shares will be freely transferable by the Selling Shareholders to or for the account of the Underwriters and the subsequent purchasers and, when allotted, issued and delivered against payment therefor as provided in this Agreement or the International Underwriting Agreement, as applicable, will be free of any restriction upon the holding, voting or transfer thereof pursuant to the Laws of the United States, the PRC or Hong Kong or the articles of association or other constitutive documents of the Company or any agreement or other instrument; except as disclosed in the Hong Kong Public Offering Documents, no holder of the Offer Shares after the completion of the Global Offering will be subject to personal liability in respect of any of the Company’s or Selling Shareholder’s liabilities or obligations by reason of being such a holder; and there are no limitations on the rights of holders of the Shares or the Offer Shares to hold, vote or transfer their securities. A holder of the Offer Shares and each Hong Kong Underwriters are each entitled to sxx as plaintiff in the court of the jurisdiction of formation and domicile of the Company for the enforcement of their respective rights under this Agreement and the Offer Shares and such access to such courts will not be subject to any conditions which are not applicable to residents of such jurisdiction or a company incorporated in such jurisdiction.
