The Hong Kong Public Offering Sample Clauses
The Hong Kong Public Offering. 4.1 The performance by the Bank of its obligations under the terms of the Hong Kong Public Offering as set forth in the Hong Kong Public Offering Documents; the creation, allotment and issue of the Hong Kong Public Offer Shares; the issue, publication, distribution or making available of each of the Hong Kong Public Offering Documents pursuant to such terms in Hong Kong (after registration of the Prospectus); and the listing of the Shares on the Main Board have been duly authorised and do not:-
(a) result in a violation or breach of any provision of the Articles of Association of the Bank; or
(b) result in a breach, or constitute a default under, or result in the creation or imposition of any Encumbrance or claim pursuant to any instrument or agreement or arrangement to which the Bank is a party or by which the Bank or any of their respective assets is bound; or
(c) result in a breach of any Laws to which the Bank is subject or by which the Bank or any of their respective assets are bound; or
(d) other than the listing approval to be granted by the Stock Exchange, require any Approval from any relevant Governmental Authority or any other person which has not been obtained as at the date hereof or, in the case of the Bank, the sanction or consent of its shareholders which has not been obtained as at the date hereof,
(e) constitute any event which, with notice or lapse of time or fulfilment of any conditions or compliance with any formality or all of the foregoing, would result in a breach of, or constitute a default under, or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to request the purchase, redemption or payment of all or part of such indebtedness under, any of the documents, agreements, instruments, obligations or Laws referred to in paragraphs 4.1(a), (b) and (c) above, except in each case of paragraphs (a) to (e), where such breach, violation or default would not, and could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.
4.2 The Hong Kong Public Offer Shares shall, when allotted and issued, be properly allotted and issued in accordance with the terms and conditions of the Hong Kong Public Offering as set forth in the Hong Kong Public Offering Documents and the Articles of Association and shall conform to all statements relating thereto.
4.3 All of the Hong Kong Public Offer Shares, when allotted and issued:-
(a) shall be duly and validly authorised and...
The Hong Kong Public Offering. 4.1 Subject to the registration of the Prospectus by the Registrar of Companies in Hong Kong, the Company shall offer the Hong Kong Offer Shares for subscription on and subject to the terms and conditions set out in the Prospectus. The Sole Sponsor shall arrange for, and the Company shall cause the Formal Notice to be published on the official website of the Stock Exchange and that of the Company.
4.2 The Company agrees that the Hong Kong Offer Shares (subject to re-allocation (if any) as provided in Clauses 5.5 and 7.1) shall be divided into two pools for allocation, respectively, to applicants who have applied for the Hong Kong Offer Shares in the aggregate subscription price (excluding the brokerage at the rate of 1%, the SFC transaction levy at the rate of 0.0027%, the Stock Exchange trading fee at the rate of 0.005% and the Financial Reporting Council transaction levy at the rate of 0.00015% payable thereon) of HK$5 million or less and to applicants who have applied for the Hong Kong Offer Shares in the aggregate subscription price (excluding the brokerage at the rate of 1%, the SFC transaction levy at the rate of 0.0027%, the Stock Exchange trading fee at the rate of 0.005% and the Financial Reporting Council transaction levy at the rate of 0.00015% payable thereon) of more than HK$5 million and up to the total value of that pool. For this purpose only, the subscription price for the Hong Kong Offer Shares means the price payable on application therefor (without regard to the Offer Price as finally determined). The Sole Global Coordinator (for itself and on behalf of the Hong Kong Underwriters) shall, as soon as practicable after the Acceptance Date and after consultation with the Company, determine the manner and the basis of allocation of the Hong Kong Offer Shares. The Sole Global Coordinator shall, after consultation with the Company and in compliance with all applicable laws, rules and regulations, be entitled to exercise and on behalf of the Company the power to authorise the Receiving Bank to exercise the discretion on the part of the Company to reject or accept in whole or in part any application for the Hong Kong Offer Shares subject to the authority of the Receiving Bank pursuant to the terms of the Receiving Bank Agreement, to reject as agent on behalf of the Company any application under the Hong Kong Public Offering received by it which in its absolute opinion fails to comply with the terms and conditions of the application as set out in...
The Hong Kong Public Offering