The Underlying Shares. The Underlying Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform, in all material respects, to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Underlying Shares is not subject to any preemptive or similar rights.
The Underlying Shares. Upon issuance and deposit of the Preferred Stock against issuance of the Shares in accordance with this Agreement and the Deposit Agreement and the filing and effectiveness of the Certificate of Designation, the Preferred Stock will be convertible into the Underlying Shares in accordance with the terms of the Preferred Stock and the Certificate of Designation. A number of Underlying Shares equal to the Maximum Number of Underlying Shares (as defined below) has been duly authorized and reserved for issuance by all necessary corporate action and such Underlying Shares, when issued in accordance with the terms of the Preferred Stock and the Certificate of Designation will be validly issued, fully paid and nonassessable, will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus and will not be subject to any preemptive or similar rights. As used herein, “Maximum Number of Underlying Shares” means the product of (A) the sum of (x) a number of shares of Common Stock equal to the initial maximum conversion rate per share of the Preferred Stock set forth in the Certificate of Designation and (y) the maximum number of shares of Common Stock deliverable by the Company in respect of dividends payable per share of Preferred Stock (whether or not declared), multiplied by (B) the aggregate number of shares of Preferred Stock in respect of the Shares (assuming the exercise in full of the option set forth in Section 2 herein), in each case in accordance with, and as adjusted pursuant to, the terms of the Certificate of Designation.
The Underlying Shares. Unless otherwise specified in the Underwriting Agreement for a transaction, if Debt Securities convertible into Ordinary Shares are being issued, upon issuance and delivery of such Debt Securities in accordance with this Agreement and the Indenture, such Debt Securities will be mandatorily convertible into shares (the “Underlying Shares”) consisting of new and/or existing Ordinary Shares in accordance with their terms and the terms of the Indenture and subject to the conditions therein. Unless otherwise specified in the Underwriting Agreement, the issuance of new Ordinary Shares upon conversion of such Debt Securities has been duly authorized by the Company, and, such new Ordinary Shares will, upon issue in accordance with the terms of, and against delivery of, such Debt Securities, be validly issued, fully paid and non-assessable, and the issuance of the new Ordinary Shares will not be subject to any preemptive or similar rights.
The Underlying Shares. Upon issuance and delivery of the Notes in accordance with this Agreement and the Indenture, the Notes will be convertible at the option of the holder thereof into cash, shares of the Underlying Shares or a combination of cash and shares of the Underlying Shares, at the Company’s election, in accordance the terms of the Notes and the Indenture; the Underlying Shares reserved for issuance upon conversion of the Notes have been duly authorized and reserved and, when issued upon conversion of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued, fully paid and nonassessable, and the issuance of the Underlying Shares will not be subject to any preemptive or similar rights.
The Underlying Shares. The Underlying Shares have been duly authorized and reserved for issuance upon conversion of the Notes and, when issued upon such conversion, will be validly issued, fully paid and nonassessable; and the shareholders of the Company have no preemptive rights with respect to the Notes or the Underlying Shares.
The Underlying Shares. Registration Statement shall not be declared effective by the Commission on or prior to the 180th day following the Closing Date); or
The Underlying Shares. Upon issuance and delivery of the Notes in accordance with this Agreement and the Indenture, the Securities will be mandatorily convertible into the Underlying Shares (either now or subsequently held by the Company or borrowed pursuant to the Share Lending Agreement) in accordance with the terms of the Notes and the Indenture. The Company will convene a general meeting of shareholders as soon as possible (the “Shareholders Meeting”) where a resolution (the “Resolution”) will be submitted to (i) approve sufficient authorized share capital, which will enable the Company, among other things, to return any Ordinary Shares borrowed under the Share Lending Agreement, and (ii) to delegate authority to the Board of Directors pursuant to article 5 of the Company’s Articles of Association to issue new Ordinary Shares to satisfy conversion requests and to waive preferential subscription rights of existing shareholders. Upon such approval, the issuance of new Ordinary Shares upon conversion of the Notes will have been duly authorized by the Company, and, such new Ordinary Shares will, upon issue in accordance with the terms of, and against delivery of, the Notes, be validly issued, fully paid and non-assessable, and the issuance of the new Ordinary Shares will not be subject to any preemptive or similar rights.
The Underlying Shares. Upon issuance and delivery of the Offered Securities in accordance with this Agreement and the Indenture, the Offered Securities will be convertible into shares of the Underlying Shares in accordance with the terms of the Offered Securities; the Underlying Shares reserved for issuance upon conversion of the Offered Securities have been duly authorized and reserved and, when issued upon conversion of the Offered Securities in accordance with the terms of the Offered Securities, will be validly issued, fully paid and non-assessable, and the issuance of the Underlying Shares will not be subject to any preemptive or similar rights.
The Underlying Shares. The Underlying Shares, when issued upon conversion of the Preferred Shares in accordance with the terms of the Preferred Shares as set forth in the Certificate of Designations, will be duly authorized, validly issued, fully paid and non assessable, and the issuance of the Underlying Shares will not be subject to any preemptive or similar rights.
The Underlying Shares. The Company has authorized and reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, such number of shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the issued and outstanding Purchaser Preferred Shares. Any shares of Common Stock issuable upon conversion of the Purchaser Preferred Shares are herein referred to as the “Underlying Shares.” The Purchaser Preferred Shares and the Underlying Shares are sometimes collectively referred to as the “Shares.”
