Common use of Certain Definitions Construction Clause in Contracts

Certain Definitions Construction. 1.2.1 In this Agreement, unless the context otherwise requires, defined terms not defined herein have the meanings ascribed to them in the Agreement Among International Underwriters or the Agreement Among Hong Kong Underwriters, as applicable. 1.2.2 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 1.2.3 Except where the context otherwise requires, in this Agreement: (1) references to “Sections” and “Schedules” are to clauses of and schedules to this Agreement; (2) the terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms shall in each case refer to this Agreement as a whole and not to any particular clause, paragraph, sentence, schedule or other subdivision of this Agreement; (3) the term “or” is not exclusive; (4) the “overall underwriting proportion”, or the “syndicate underwriting proportion”, of any Underwriter (as defined below) or group of Underwriters shall be that proportion which is to be underwritten by such Underwriter or group of Underwriters of either (a) all of the Offer Shares in the former case or (b) all of the Offer Shares of the relevant syndicate in the latter case (in the case of (a) or (b) exclusive of Optional Shares, except as the Overall Coordinator may otherwise determine); (5) the terms “purchase” and “purchaser”, when used in relation to the Shares, shall include, respectively, a subscription for the Shares and a subscriber for the Shares, and the term “purchase”, when used herein, shall include references to purchase and procurement of purchasers to purchase, as appropriate; (6) the terms “sell” and “sale”, when used in relation to the Shares, shall include an allotment or issuance of the Shares by the Company; (7) references to any statute or statutory provisions, or rules or regulations (whether or not having the force of law), shall be construed as references to the same as amended, varied, modified, consolidated, re-enacted and/or replaced from time to time (whether before or after the date of this Agreement) and to any subordinate legislation made under such statutes or statutory provisions; (8) references to “persons” shall include natural persons, bodies corporate, unincorporated associations and partnerships; (9) references to a “subsidiary” or “holding company” shall be the same as defined in Section 15 and Section 13, respectively, of the Companies Ordinance; (10) references to an “affiliate”, in relation to any person, shall be to any other person which directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such person; for the purposes of the foregoing, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “controlled by” and “under common control with” shall be construed accordingly; (11) unless otherwise specified, references to times of day and dates are to Hong Kong times and dates, respectively; and (12) any reference to the singular shall include the plural and vice versa.

Certain Definitions Construction. 1.2.1 In this Agreement, unless the context otherwise requires, defined terms not defined herein have the meanings ascribed to them in the Agreement Among International Underwriters or the Agreement Among Hong Kong Underwriters, as applicable. 1.2.2 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. 1.2.3 Except where the context otherwise requires, in this Agreement: (1) references to “Sections” and “Schedules” are to clauses of and schedules to this Agreement; (2) the terms “herein”, “hereof”, “hereto”, “hereinafter” and similar terms shall in each case refer to this Agreement as a whole and not to any particular clause, paragraph, sentence, schedule or other subdivision of this Agreement; (3) the term “or” is not exclusive; (4) the “overall underwriting proportion”, or the “syndicate underwriting proportion”, of any Underwriter (as defined below) or group of Underwriters shall be that proportion which is to be underwritten by such Underwriter or group of Underwriters of either (a) all of the Offer Shares in the former case or (b) all of the Offer Shares of the relevant syndicate in the latter case (in the case of (a) or or (b) exclusive of Optional Shares, except as the Overall Global Coordinator may otherwise determine); (5) the terms “purchase” and “purchaser”, when used in relation to the Shares, shall include, respectively, a subscription for the Shares and a subscriber for the Shares, and the term “purchase”, when used herein, shall include references to purchase and procurement of purchasers to purchase, as appropriate; (6) the terms “sell” and “sale”, when used in relation to the Shares, shall include an allotment or issuance of the Shares by the Company; (7) references to any statute or statutory provisions, or rules or regulations (whether or not having the force of law), shall be construed as references to the same as amended, varied, modified, consolidated, re-enacted and/or replaced from time to time (whether before or after the date of this Agreement) and to any subordinate legislation made under such statutes or statutory provisions; (8) references to “persons” shall include natural persons, bodies corporate, unincorporated associations and partnerships; (9) references to a “subsidiary” or “holding company” shall be the same as defined in Section 15 and Section 13, respectively, of the Companies Ordinance; (10) references to an “affiliate”, in relation to any person, shall be to any other person which directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such person; for the purposes of the foregoing, “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “controlled by” and “under common control with” shall be construed accordingly; (11) unless otherwise specified, references to times of day and dates are to Hong Kong times and dates, respectively; and (12) any reference to the singular shall include the plural and vice versa.