STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Bond constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Bond on any stock exchange. 2.2 Subject to the prior written approval of the Board, the Bond (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the Bondholder. 2.3 Notwithstanding anything herein to the contrary, the Bondholder may transfer the whole (but not part) of the Bond to its Affiliate for the purpose of internal reorganisation only. 2.4 In relation to any assignment or transfer of the Bond permitted under or otherwise pursuant to this Condition 2: (a) The Bond may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Bondholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly. (b) The Certificate of the Bond must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Days of receipt of such documents from the Bondholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Bond (or the transferred or assigned part of the Bond) as applicable and, if the Bond is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Bond not assigned or transferred. 2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Bond or any request therefor shall be borne by the Bondholder.
Appears in 2 contracts
Sources: Convertible Bond Agreement (Acquity Group LTD), Convertible Bond Agreement (Acquity Group LTD)
STATUS AND TRANSFER. 2.1 The obligations of the Issuer arising under the Bond Note constitute general unsubordinated, direct, unconditional unsecured obligations of the Issuer and shall at all times rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer except for obligations accorded preference by mandatory provisions of applicable law. No application will be made for a listing of the Bond Note on any stock exchange.
2.2 Subject to the prior written approval of the board of directors of the Issuer (“Board”), the Bond Note (in whole or in part) may be transferred to any person. The decision of the Board shall for all purposes be final, conclusive and binding on the BondholderNoteholder.
2.3 Notwithstanding anything herein to the contrary, the Bondholder Noteholder may transfer the whole (but not part) of the Bond Note to its Affiliate for the purpose of internal reorganisation only.
2.4 In relation to any assignment or transfer of the Bond Note permitted under or otherwise pursuant to this Condition 2:
(a) The Bond Note may only be transferred by execution of a form of transfer (“Transfer Form”) which shall be in a form previously agreed between the Issuer and the Bondholder Noteholder by the transferor and the transferee (or their duly authorised representatives). In this Condition, “transferor” shall, where the context permits or requires, include joint transferors or can be construed accordingly.
(b) The Certificate of the Bond Note must be delivered to the Issuer accompanied by: (i) a duly executed (and if required, duly stamped) Transfer Form; and (ii) in the case of the execution of the Transfer Form on behalf of a corporation by its officers, the authority of that person or those persons to do so and a copy of the constitutional document of such corporation. The Issuer shall, within three (3) Banking Days of receipt of such documents from the BondholderNoteholder, cancel the existing Certificate and issue a new certificate under the seal of the Issuer, in favour of the transferee or assignee in respect of the Bond Note (or the transferred or assigned part of the BondNote) as applicable and, if the Bond Note is assigned or transferred in part only, issue a new certificate under the seal of the Issuer, in favour of the transferor in relation to the part of the Bond Note not assigned or transferred.
2.5 Any legal and other costs and expenses incurred by the Issuer in connection with any transfer or assignment of the Bond Note or any request therefor shall be borne by the BondholderNoteholder.
Appears in 2 contracts
Sources: Agreement in Respect of the Issue of Note (Acquity Group LTD), Note Issuance Agreement (Acquity Group LTD)