Tencent Subscription Shares definition

Tencent Subscription Shares shall have the meaning set forth in the Recitals.
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Tencent Subscription Shares means 2,116,251,467 Subscription Shares to be subscribed by
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Examples of Tencent Subscription Shares in a sentence

  • The Company shall deliver a duly executed share certificate registered in the name of Tencent, a certified true copy of the register of members of the Company showing Tencent as the legal and beneficial holder of the Tencent Subscription Shares, a certified true copy of the register of directors of the Company showing the director nominated by Tencent at the Closing Date as a director of the board of directors of the Company.

  • Tencent does not have any direct or indirect arrangement or understanding with any other Person to distribute the Tencent Subscription Shares in violation of the Securities Act or any other applicable state securities law.

  • The Company has not dealt with any broker, finder, commission agent, placement agent or arranger in connection with the issuance of the Tencent Subscription Shares, and none of the Group Companies is under any obligation to pay any broker’s fee or commission in connection with the issuance of the Tencent Subscription Shares or the Contemplated Transactions.

  • The Ordinary Shares into which the Tencent Subscription Shares are convertible have been reserved for issuance and, when issued and delivered in accordance with the terms of the Articles, will be validly issued, fully paid and non-assessable, free and clear of all Encumbrances (except for restrictions arising under the Securities Act or created by virtue of the Transaction Documents), and shall rank pari passu in all respects with existing Ordinary Shares at the time of their issuance.

  • Tencent is acquiring the Tencent Subscription Shares pursuant to this Agreement for its own account for investment purposes only and not with the view nor intention to resell, distribute or otherwise dispose thereof.

  • Each of the share certificates in respect of any of the Tencent Subscription Shares and the Key Holder Subscription Shares shall be endorsed with the following legend: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE.

  • The Key Holder has not dealt with any broker, finder, commission agent, placement agent or arranger in connection with the issuance of the Tencent Subscription Shares, and none of the Group Companies is under any obligation to pay any broker’s fee or commission in connection with the issuance of the Tencent Subscription Shares or the Contemplated Transactions.

  • Assuming the truthfulness and accuracy of the representations made by Tencent under Section 3.4(f), the issuance of the Tencent Subscription Shares pursuant to this Agreement are, and the issuance of the Ordinary Shares into which they are convertible will be, exempt from the registration and prospectus delivery requirements of all applicable Securities Laws.

  • Tencent was not identified or contacted through the marketing of the Tencent Subscription Shares.

  • All presently outstanding Equity Securities in the Company have been issued, and, assuming the truthfulness and accuracy of the representations made by Tencent under Section 3.4(f), the Tencent Subscription Shares and the Ordinary Shares into which they are convertible will be issued, in compliance with the requirements of all applicable Securities Laws.

Related to Tencent Subscription Shares

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Option Shares shall have the meaning ascribed to such term in Section 2.2(a).