Overview of the Transactions Sample Clauses

Overview of the Transactions. 1. On 3 August 2018, the Company entered into the Share Purchase Agreement with ▇▇. ▇▇▇▇ Yuzhong and ▇▇. ▇▇▇▇ Fengzhu, the spouse of ▇▇. ▇▇▇▇ Yuzhong, pursuant to which, the Company agreed to acquire 43,763,300 shares of Thvow Technology held by ▇▇. ▇▇▇▇ Yuzhong and 7,514,196 shares of Thvow Technology held by ▇▇. ▇▇▇▇ Fengzhu, representing 5.81% of the total share capital of Thvow Technology in aggregate, and the aggregate transfer price of the underlying shares amounts to RMB350,225,297.68. On 3 August 2018, the Company and ▇▇. ▇▇▇▇ Yuzhong entered into the Voting Rights Entrustment Agreement, pursuant to which the Company will be entitled to exercise the voting rights associated with131,290,074 shares of Thvow Technology held by ▇▇. ▇▇▇▇ Yuzhong, representing 14.87% of the total share capital of Thvow Technology. In May 2018, the Company subscribed for 81,181,318 shares, representing 9.19% of the total share capital of Thvow Technology, under a non-public shares issuance of Thvow Technology. Upon completion of the Transactions, the Company will directly hold an aggregate of 132,458,814 shares of Thvow Technology, representing 15.00% of the total share capital of Thvow Technology, and will hold the voting rights of 131,290,074 shares of Thvow Technology, representing 14.87% of the total share capital of Thvow Technology, by way of voting rights entrustment. The total number of shares of Thvow Technology with voting rights attached being held by the Company will be 263,748,888, representing 29.87% of the total share capital of Thvow Technology. Accordingly, the Company will become the single largest shareholder of Thvow Technology and Thvow Technology will become a subsidiary of the Company. Since the Company will become the single largest shareholder of Thvow Technology by way of share transfer and voting rights entrustment and Thvow Technology will become a subsidiary of the Company, in order to support the future business development of Thvow Technology, the Company agrees to offer a loan in the amount of RMB2 billion to Thvow Technology for its manufacturing operation. Provided that Thvow Technology and its subsidiary or third parties provide to the Company mortgage of assets or pledge of shares of sufficient value and to the satisfaction of the Company as security measures, the Company will release a RMB2 billion loan to Thvow Technology, with a term of 6 months and at an interest rate of 5.85% per annum.
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Overview of the Transactions 
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  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Pre-Release Transactions Subject to the further terms and provisions of this Section 5.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

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