The Subscription Agreement. The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The Subscription Agreement. The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by the Enforceability Limitations.
The Subscription Agreement. The Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor, and is a valid and binding agreement of the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor, enforceable against the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The Subscription Agreement. On 24 May 2019, Pine International, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement pursuant to which, Pine International agreed to invest in Panorama for a capital commitment of HK$55 million. Panorama is one of the investors of a consortium established by GCP to purchase 65% of Henglilong which owns 100% beneficial interest in the Cityplaza Properties. The other investors in the consortium consisted of (a) investment funds controlled by GCP and (b) Traveluck which is owned and controlled by Xxx. Xxxxxxx Xxxx Xxx (executive director of the Company). Upon completion of the transaction, Pine International will hold 0.9% indirect interest in the Cityplaza Properties. Unless the offer by Pine International to invest in Panorama is rejected by the general partner of Panorama, the Subscription Agreement may not be cancelled, terminated or revoked by Pine International. The management, control, decision-making and operation of Panorama will be made by its general partner which is controlled by Xx. Xxxxxxx Xxx, Xx. Xxxxxxx Xxx and Xx. Xxxxxxxxx Xxx (executive directors of the Company).
The Subscription Agreement. Parties and Date: Date: 7 August 2014 (after trading hours) Issuer: The Company Obligors: The Company and Xx. XXX Xxx Subscribers: Original Bondholders To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Original Bondholder and its ultimate beneficial owner is an Independent Third Party.
The Subscription Agreement. Date: 19th May, 2009 Subscriber: The Vendor Number of The Company will issue such number of new Shares to the Subscription Shares: Vendor as is equal to the number of Placing Shares successfully placed by the Placing Agent pursuant to the Placing. Assuming the Placing Shares are fully placed, the Company will issue 600,000,000 Subscription Shares to the Vendor, representing approximately 18.99% of the entire issued share capital of the Company of 3,160,082,800 Shares as at the date of this announcement and approximately 15.96% of the Company’s entire issued share capital as enlarged by the Subscription. The nominal value of the Subscription Shares is HK$60,000,000. Subscription Price: HK$0.27 per Subscription Share. Subject to the Subscription being completed, the Company will bear the costs and expenses in connection with the Placing and the net proceeds from the Subscription is estimated to be approximately HK$157.8 million (assuming the Placing Shares are fully placed). As a result, the net price per Subscription Share will be approximately HK$0.263. General Mandate: The Subscription Shares will be issued pursuant to the general mandate to allot, issue and deal with Xxxxxx granted to the Directors by resolution of the Shareholders passed at the Company’s annual general meeting held on 30th June, 2008 for up to 682,016,560 Shares. As at the date of this announcement, no Share has been issued pursuant to the general mandate. Ranking of The Subscription Shares, when issued and fully paid, will rank Subscription Shares: pari passu among themselves and with Shares in issue at the time of issue and allotment of the Subscription Shares. Conditions to the Subscription: The Subscription is conditional upon the following conditions:
The Subscription Agreement. Pursuant to the Subscription Agreement, Bliss Ally has agreed to subscribe for, and the Target Company has agreed to allot and issue, the Subscription Shares. The Subscription Shares represent 20% of the enlarged total issued share capital of the Target Company upon Completion.
The Subscription Agreement. Date 5 August 2016 (after trading hours) Parties Xxxxxx Wo (Hunan): Xxxxxx Wo (Hunan) Property Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company The Subscriber: Silver Ridge International Limited, a company incorporated in the British Virgin Islands The Subscriber is a company incorporated in the British Virgin Islands on 8 February 2016. The principal business activity of the Subscriber is investment holding. To the best knowledge, information and belief of the Directors having made all reasonable enquiry, the Subscriber and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Subject matter of the Transaction Subject to the fulfilment of the Conditions Precedent and on Completion, the Subscriber shall subscribe or procure its subsidiary or nominee to subscribe for the Subscription Shares in cash at the Subscription Price and Xxxxxx Wo (Hunan) shall, upon receipt to the Subscription Price, allot and issue the Subscription Shares, i.e. 63 shares of Xxxxxx Wo (Hunan), at the Subscription Price, to the Subscriber or its subsidiary or nominee, which, upon the allotment and issuance of the same, will represent 63% of the Enlarged Issued Share Capital of Xxxxxx Wo (Hunan). The Subscription Shares are not subject to any restriction on subsequent sale upon issue. Consideration The subscription price for the Subscription Shares is HK$200,000,000 (the “Consideration”), which shall be settled by the Subscriber in cash on Completion. The Consideration was arrived at after arm’s length negotiations between the parties with reference to
The Subscription Agreement. Pursuant to the Subscription Agreement, the Parent has agreed to issue and Beacon has agreed to purchase a number of the Parent's ordinary shares determined by dividing the Euro equivalent of $87 million by the average 20-trading day market price of the Parent's ordinary shares immediately prior to the date of the Subscription Agreement, adjusted to take into account the dilution resulting from the Rights Offering. The obligation of Beacon to purchase the shares is conditioned upon, among other things, the (a) accuracy at the closing date of the Subscription Agreement of the representations and warranties made by the Parent in the Subscription Agreement, (b) performance by the Parent on or prior to the closing date of all obligations and compliance with all covenants contained in the Subscription Agreement, (c) consummation by the Parent of the Rights Offering and the receipt of gross proceeds therefrom of at least 75 million Euros, (d) absence of any order, law, rule or regulation prohibiting or restricting the subscription of shares by Beacon or any proceeding before any governmental authority of similar effect, (e) completion of all necessary actions to register the shares on the Paris Bourse (other than actions that, by their terms, must occur after the closing), (f) approval by the Parent's stockholders of the capital increase necessitated by the Subscription Agreement and waiver of the stockholders' preemptive rights, (g) expiration of the Offer and satisfaction or waiver of all conditions thereto, except the condition relating to the Parent having sufficient funds to consummate the Offer, (h) payment of a financial advisory fee to Beacon by the Parent, (i) election of Beacon's two nominees to the Parent's Board of Directors, (j) absence of any order enjoining or restraining the transactions, and (k) absence of any amendment or waiver of the material terms of the Parent's syndicated credit facility or bridge loan facility. In addition, the Parent has agreed that, among other things, it (a) will not, without the prior written consent of Beacon, raise the Per Share Amount in the Offer and the Merger, (b) will use its best efforts to obtain gross proceeds of at least 90 million Euros, before payment of underwriters fees and commission, under the Rights Offering, (c) will, except as consented to in writing by Beacon, conduct its business in the ordinary course and not enter into certain extraordinary transactions during the period from October 23, 1999 t...