Draw Down Shares definition

Draw Down Shares means the shares of Common Stock issuable pursuant to a Draw Down.

Draw Down Shares means all shares of Common Stock issued or issuable pursuant to a Draw Down that has occurred or may occur in accordance with the terms and conditions of this Agreement.

Draw Down Shares or “Shares” shall mean the shares of Common Stock issued and issuable pursuant to a Draw Down and the shares of Common Stock issued and issuable pursuant to Section 2.2(a)(iii) and Section 4.16 herein.

Examples of Draw Down Shares in a sentence

• The Company has duly and validly authorized and reserved for issuance shares of Common Stock sufficient in number for the issuance of the Draw Down Shares.

• The Draw Down Shares to be issued under this Agreement, when paid for and issued in accordance with the terms hereof, shall be duly and validly issued and outstanding, fully paid and non-assessable, and the Purchaser shall be entitled to all rights accorded to a holder of Common Stock.

• As of the date of each applicable Draw Down Notice, the Company will have authorized and reserved, free of preemptive rights and other similar contractual rights of stockholders, a sufficient number of its authorized but unissued shares of its Common Stock to cover the Draw Down Shares to be issued in connection with such Draw Down requested under this Agreement.

• The obligation hereunder of the Purchaser to accept a Draw Down request and to acquire and pay for the Draw Down Shares is subject to the satisfaction at or before each Settlement Date, of each of the conditions set forth below.

• The sale and issuance of the Draw Down Shares shall be made in accordance with the provisions and requirements of Section 4(2) of the Securities Act and any applicable state law.

• The obligation hereunder of the Company to proceed to close this Agreement and to issue and sell the Draw Down Shares to the Purchaser is subject to the satisfaction or waiver, at or before the Initial Closing, and as of each Settlement Date of each of the conditions set forth below.

• The obligation hereunder of the Purchaser to perform its obligations under this Agreement and to purchase the Draw Down Shares is subject to the satisfaction or waiver, at or before the Initial Closing, of each of the conditions set forth below.

• In addition, if a Material Adverse Effect or Event occurs subsequent to a Draw Down Purchase Price being paid by Buyer, but prior to the sale of the Draw Down Shares, Buyer, in its sole discretion, may be entitled to receive the immediate return of the Purchase Price funds.

• As of the date of each applicable Draw Down, the Company will have authorized and reserved, free of preemptive rights, a sufficient number of authorized but unissued shares of its Common Stock to cover the Draw Down Shares to be issued in connection with such Draw Down requested under this Agreement.

• The Purchaser agrees that it will, whenever required by federal securities laws, deliver the Prospectus included in the Registration Statement to any purchaser of Draw Down Shares from the Purchaser in such manner as is required under the federal securities laws.

More Definitions of Draw Down Shares

Draw Down Shares means all shares of Common Stock issued or issuable pursuant to a Draw Down Notice that has been delivered in accordance with the terms and conditions of this Agreement.

Draw Down Shares or “Shares” shall mean the shares of Common Stock issuable pursuant to a Draw Down. The number of Draw Down Shares shall be calculated as follows: (Amount of Draw Down)/(Initial Put Price) = the number of shares that will be delivered by the Company

Draw Down Shares. The Company may request a Draw Down at any time during the Commitment Period by delivering to the Purchaser a Draw Down Notice specifying a Draw Down Amount, which is subject to reduction by the Purchaser in accordance with the terms of the Agreement. The Purchaser will not be required to purchase and the Company will not be under any obligation to issue any Draw Down Shares to the extent that the purchase or issue would require the Purchaser or parties acting in concert with it to make a takeover offer for the Company under the Takeovers Code or any other applicable law. Based on the Maximum Investment Amount (i.e. HK$275 million) and the Floor Price of HK$0.5922 per Share, the maximum number of Draw Down Shares that may be allotted and issued is 464,370,000, representing approximately 44.13% of the existing issued Shares or approximately 30.62% of the issued share capital of the Company as enlarged by such Draw Down Shares. The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Draw Down Shares which may fall to be allotted and issued upon a Draw Down. Long Stop Date: The Purchaser may by notice in writing to the Company terminate the Purchaser’s obligations with respect to a Draw Down Notice if the Purchaser is not satisfied that each of the Company Obligations have been or will be satisfied by the fifth Trading Day immediately following the expiry of the relevant Draw Down Period. The Company Obligations include, among other things, a requirement on the Company to procure the listing of, and permission to deal in, the Draw Down Shares. Implementation Fee HK$750,000, which is due and payable on the third Trading Day immediately following the day on which the Company has obtained both the approval of the Shareholders to the resolution constituting in the Special Mandate and the approval of the listing committee of the Stock Exchange of the listing of and permission to deal in the Implementation Shares. The Company may, at its sole and absolute discretion, elect to pay the Implementation Fee to the Purchaser either (i) all by way of cash, or (ii) all by way of allotment and issue of the Implementation Shares, or (iii) any combination of cash and Implementation Shares. In the event that the Company elects to pay some or all of the Implementation Fee by way of the allotment and issue of Implementation Shares, the number of Implementation Shares to be allotted and issued will be determined by dividing that portion of ...

Draw Down Shares means the shares of Common Stock issuable pursuant to a Draw Down. “DTC” shall have the meaning assigned to such term in Section 6.1(f).

Draw Down Shares means the shares of Common Stock issuable pursuant

Draw Down Shares means the Ordinary Shares issuable pursuant to a Draw Down.