可转换债券转换协议(中英文 第二部分)

分类: 产权股份公司权益章程 |

ARTICLE 7 MISCELLANEOUS第七章 其他
7.2. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually acceptable manner, to the end that Transactions are fulfilled to the extent possible.
7.3.
7.4. Parties
in Interest.
各利益方。本协议对本协议各方的利益具有约束力。
7.5.
Counterparts.
协议的文本。本协定可以同时由两个或多个对等方同时执行,其中任何一方不必包含一个以上缔约方的签名,但所有这些对方一起构成同一项协定。 通过传真机或电子邮件(任何此类交付,“电子交付”)提供的本协议,应以各种方式对待并尊重为原始协议或文书,并应被视为具有相同的法律约束效力,视同其本人签署的原件。 应任何缔约方的请求,本协定另一方应重新签署本协定的原始形式并将其交付所有其他缔约方。
7.6
ARTICLE 8 DEFINITIONS第八章 定义
“Assets” shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description, whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether or not owned in the name of such Person or any Affiliate of such Person and wherever located.
“资产”是指实际,个人或混合,有形或无形,累计或或有的,或以其他方式涉及或利用的所有各种类型,属性,性质和描述的资产,财产,业务和权利,无论直接或间接,无论是否持有该人的账簿和记录,以及是否以该人的名义或任何该人的任何关联公司以及无论位于何处。
“Contract” means any written or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, obligation, plan, restriction, understanding or undertaking of any kind or character, or other document to which any Person is a party or by which such Person is bound
“Governmental Entity” shall mean any government or any agency, bureau, board, directorate, commission, court, department, official, political subdivision, tribunal, or other instrumentality of any government, whether federal, local, domestic or foreign.
“Knowledge” means the actual knowledge of the officers of a party, and knowledge that a reasonable person in such capacity should have after due inquiry.
“ 知识”是指一方当事人的实际知识,以及知道具有这种能力的合理人员经过适当调查后应具有的知识。
“Law” means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its Assets, liabilities or business, including those promulgated, interpreted or enforced by any Governmental Entity.
“法律”是指适用于个人或其资产,负债或业务的任何法典,法律,法令,规章,报告或许可要求,规则或法规,包括由任何政府实体颁布,解释或强制执行的任何规则,法律。
“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interests or encumbrance of any kind in respect to such asset, other than any encumbrances created by the Parent.
“Material” and “Materially” for purposes of this Agreement shall be determined in light of the facts and circumstances of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine Materiality in that instance.
“Material Adverse Change” means, with respect to any Person or Party, a material adverse change on the condition (financial or otherwise), business, Assets, liabilities or the reported or reasonably anticipated future results or prospects of such Person taken as a whole; provided, however, that any adverse change, event, development or effect arising from or relating to any of the following shall not be taken into account in determining whether there has been a material adverse change: (a) general business or economic conditions, (b) national or international political or social conditions, including the engagement by or Taiwan in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon Taiwan, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of Taiwan, (c) financial, banking, or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (d) changes in generally accepted accounting principles, (e) changes in laws, rules, regulations, orders, or other binding directives issued by any Governmental Entity or (f) the taking of any action required by this Agreement and the other agreements contemplated hereby.
“Order” means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ of any Governmental Entity.
“Person” means an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.
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IN WITNESS
WHEREOF, each of the Parties has caused this Agreement to be
executed on the date first written above by their respective
officers thereunto duly
authorized.
Exhibit A附件A
Amount of Convertible Notes Owned by Noteholders Before the Closing
债券持有人在交割前拥有的可转换债券金额
Number of Common Shares Owned by Noteholders after the Closing
债券持有人在交割后拥有的普通股股数
Amount of Convertible Notes Owned by Noteholders After the Closing
债券持有人在交割后拥有的可转换债券金额
Name姓名:
*Exchange Ratio: $2 per share 转化率: 每股2美元
(1) The fractional share has been rounded up to the nearest whole share.
不足1股的股份按照四舍五入的方式计算。