Exercise of Subscription Rights. (A) Subject to the provisions hereof and the terms of the Instrument (including Clause 14 (Undertakings of Initial Warrantholders) of the Instrument, the Transfer and Exercise Limit referred to in Condition 4 (Transfer and Exercise Limit) below), the Warrantholder shall have the right, which may be exercised in whole or in part, but not in respect of a fraction of a Share, at any time during the Subscription Period, to subscribe in cash for one fully-paid Share (subject to adjustment) in respect of each Warrant held by such Warrantholder at the Subscription Price per Share. After expiry of the Subscription Period, being 4:00 p.m. (Hong Kong time) on the last day of the Subscription Period, any Subscription Rights which have not been exercised will lapse and Warrant certificates will cease to be valid for any purpose whatsoever. (B) In order to exercise in whole or in part the Subscription Rights represented by this Warrant certificate, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong, together with a remittance for the Exercise Moneys. In the case of an exercise of Warrants subject to the Final ROFR Notice and that are not purchased by Legend Holdings, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong by no later than 4:00 p.m. (Hong Kong time) one (1) Business Day before the Last Subscription Date with the remittance of the Exercise Moneys to be completed on a Business Day before the fifth (5th) Business Day immediately prior to the end of one (1) month of the Last Subscription Date subject to any condition(s) that the Company may reasonably impose. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable. (C) The number of Shares to be allotted on exercise of the Subscription Rights shall be, in respect of each Warrant exercised, one Share (subject to adjustment). No fraction of a Share will be allotted but any balance representing fractions of the Exercise Moneys paid on exercise of the Subscription Rights represented by this Warrant certificate will be paid by the Company to the Warrantholder, provided always that if the excess is equal to or less than HK$100, such excess will be retained by the Company for its own benefit. For the purpose of determining whether any (and if so what) fraction of a Share arises, if the Subscription Rights represented by this Warrant certificate and any one or more other Warrant certificates are exercised on the same Subscription Date by the same Warrantholder, then the Subscription Rights represented by such Warrant certificates shall be aggregated. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after the Issue Date which reduces the number of Shares outstanding, the Company will upon exercise of the Warrants pay in cash a sum equal to such portion of the Exercise Moneys paid on exercise of the Subscription Rights represented by this Warrant certificate, aggregated as provided in Condition, as corresponds to any fraction of a Share not issued as a result of such consolidation or re-classification aforesaid if such sum exceeds HK$100. (D) A Warrantholder delivering a Subscription Form in respect of the exercise of any Subscription Rights must pay: (i) any taxes and capital, stamp, issue and registration duties arising on exercise of the Subscription Rights (other than any taxes or capital or stamp duties payable in Hong Kong, and, if relevant, in the place of the Alternative Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on the Hong Kong Stock Exchange or Alternative Stock Exchange on exercise) (the “Taxes”); and (ii) all, if any, taxes arising by reference to any disposal or deemed disposal of a Warrant in connection with such exercise, in each case directly to the relevant authorities. The Company is under no obligation to determine whether a Warrantholder is liable to pay any Taxes and shall not be liable for any failure of a Warrantholder to make such payment. (E) The Company has undertaken in the Instrument that any Shares falling to be issued upon the exercise of any of the Subscription Rights represented by this Warrant certificate will be issued and allotted not later than five (5) trading days after the relevant Registration Date, except for any allotment and issuance of Shares pursuant to Clause 6(B) (Undertakings by the Company) of the Instrument which shall be issued as part of the same issuance and on the same date as the Shares are issued under the Bonds, taking account of any adjustment which may have been made pursuant to Clause 4 (Adjustments of Subscription Price) of the Instrument, and will rank pari passu with the fully paid Shares in issue on the relevant Registration Date and accordingly shall entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the relevant Registration Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the Record Date therefor shall be on or before the relevant Registration Date and notice of the amount and Record Date for which shall have been given to the Stock Exchange prior to the relevant Registration Date.
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Sources: Warrants Subscription Agreement
Exercise of Subscription Rights. (A) Subject to the provisions hereof and the terms of the Instrument (including Clause 14 (Undertakings of Initial Warrantholders) of the Instrument, the Transfer and Exercise Limit referred to in Condition 4 (Transfer and Exercise Limit) below), the Warrantholder shall have the right, which may be exercised in whole or in part, but not in respect of a fraction of a Share, at any time during the 4.1 The Subscription Period, to subscribe in cash for one fully-paid Share (subject to adjustment) Rights in respect of each Warrant held by shall become exercisable immediately upon receipt of the relevant Certificate in respect of such Warrantholder at Warrant pursuant to Clause 3.
4.2 If and to the extent unexercised, the Subscription Price per Share. After expiry Rights in respect of all Warrants shall automatically be deemed to lapse at 5:00 pm, New York City time on the earliest to occur of (i) the date that is [ten (10)] years after the date of the Subscription Period, being 4:00 p.m. (Hong Kong time) on the last day issuance of the Subscription PeriodWarrants and (ii) the liquidation of the Company, any and the Warrants shall automatically be deemed to be cancelled upon termination of this Deed.
4.3 Subject to the terms of this Deed, the Warrantholders may exercise the Subscription Rights which have not been exercised will lapse and in respect of a Warrant certificates will cease to be valid for any purpose whatsoever.by:
(Ba) In delivering to the Company in accordance with the provisions of Schedule 2 attached hereto: (i) a duly completed and irrevocable Notice of Exercise in order to exercise in whole or in part the Subscription Rights represented by this Warrant certificate, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong, together with a remittance for the Exercise Moneys. In the case of an exercise of Warrants subject to the Final ROFR Notice and that are not purchased by Legend Holdings, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong by no later than 4:00 p.m. (Hong Kong time) one (1) Business Day before the Last Subscription Date with the remittance of the Exercise Moneys to be completed on a Business Day before the fifth (5th) Business Day immediately prior to the end of one (1) month of the Last Subscription Date subject to any condition(s) that the Company may reasonably impose. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable.
(C) The number of Shares to be allotted on exercise of the Subscription Rights shall be, in respect of each Warrant exercised, one Share (subject to adjustment). No fraction of a Share will be allotted but any balance representing fractions of the Exercise Moneys paid on exercise of the Subscription Rights represented by this Warrant certificate will be paid by the Company to the Warrantholder, provided always that if the excess is equal to or less than HK$100, such excess will be retained by the Company for its own benefit. For the purpose of determining whether any (and if so what) fraction of a Share arises, if the Subscription Rights represented by this Warrant certificate and any one or more other Warrant certificates are exercised on the same Subscription Date by the same Warrantholder, then the Subscription Rights represented by such Warrant certificates shall be aggregated. Notwithstanding the foregoing, in the event of a consolidation or re-classification of Shares by operation of law or otherwise occurring after the Issue Date which reduces the number of Shares outstanding, the Company will upon exercise of the Warrants pay in cash a sum equal to such portion of the Exercise Moneys paid on exercise of the Subscription Rights represented by this Warrant certificate, aggregated as provided in Condition, as corresponds to any fraction of a Share not issued as a result of such consolidation or re-classification aforesaid if such sum exceeds HK$100.
(D) A Warrantholder delivering a Subscription Form in respect of the exercise of any Subscription Rights must pay: Warrants (i) any taxes and capital, stamp, issue and registration duties arising on exercise of the Subscription Rights (other than any taxes or capital or stamp duties payable in Hong Kong, and, if relevant, in the place of the Alternative Stock Exchange, by the Company in respect of the allotment and issue of Shares and listing of the Shares on the Hong Kong Stock Exchange or Alternative Stock Exchange on exercise) (the “Taxes”as applicable); and (ii) allits Certificate, if anyor, taxes arising by reference to any disposal or deemed disposal of a as the case may be, an Indemnity in respect thereof; and
(b) paying the Subscription Price payable for the Warrant Shares in connection with such exercise, in each case directly cash to the relevant authorities. The Company by such mode as the Company and the Warrantholder shall have previously agreed (including, but not limited to, wire transfer), the delivery and payment of which is under no obligation to determine whether a Warrantholder is liable to pay any Taxes and shall not be liable for any failure of a Warrantholder to make such paymentirrevocable.
(E) The Company has undertaken in the Instrument that any Shares falling to be issued upon the exercise of any of the Subscription Rights represented by this Warrant certificate will be issued and allotted not later than 4.4 Within five (5) trading days after Business Days of receipt of the relevant Registration DateNotice of Exercise, except the Company shall instruct the transfer agent for any allotment and the Shares (the “Transfer Agent”) to record the issuance of the Warrant Shares subscribed for pursuant to Clause 6(B) (Undertakings by the Company) Notice of Exercise to the Warrantholder in book-entry form pursuant to the Transfer Agent’s regular procedures. The Warrant Shares will be deemed to have been issued, and the Warrantholder will be deemed to have become a holder of record of such shares for all purposes, as of the Instrument which shall be issued as part of date the same issuance and on the same date as the Shares are issued under the Bonds, taking account of any adjustment which may have been made pursuant to Clause 4 (Adjustments of Subscription Price) of the Instrument, and will rank pari passu with the fully paid Shares in issue on the relevant Registration Date and accordingly shall entitle the holders thereof to participate in all dividends or other distributions paid or made on or after the relevant Registration Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the Record Date therefor shall be on or before the relevant Registration Date and notice of the amount and Record Date for which shall have been given to the Stock Exchange prior to the relevant Registration DateTransfer Agent records such issuance.
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