Preference Share Agreement Sample

(a) The company`s authorized share capital is 2,800,000,000 shares, consisting of 2,797,400,000 common shares and 2,600,000 yahoo preferred shares consisting of 1,800,000 preferred shares and 800,000 Yahoo shares. At the close of business on September 18, 2012, 2,159,591,710 common shares were issued and pending, 1,338,000 preferred shares were issued and 800,000 Yahoo! preferred shares issued and pending. With respect to Yahoo!`s repurchase agreement, equity placing and this agreement, the Company repurchased common shares on September 18, 2012 and (ii) Yahoo! issued preferred shares, common shares and preferred shares, in all cases as described and to the extent described in the recitals of that agreement. (b) Unless they were reasonably expected to affect investors on significant points, all shares of each subsidiary of the Company are correctly, effectively issued, fully paid and unvaluable and exempt from all Links (with the exception of Links, which result from the ownership structure of the LIFE units and with the exception of Links , which are created as part of the main facilities). With the exception of the life units presented in the disclosure letter, From HiChina Group Limited and other subsidiaries, each subsidiary of the company is directly or indirectly owned by the company. As of August 31, 2012, the newsletter contains the shareholders of the life units and the ownership structure of the subsidiaries, which is not 100% fixed. Since August 31, 2012, the capitalization of equity of non-100% subsidiaries of the company has not changed significantly. The company was made by the company`s existing shareholders (including the holders of preferred shares or Yahoo!! -seed shares) all rights exclusions, including all rights on the initial offers or the pre-emption rights they may have with respect to the preferred shares sold under this agreement and the rights conferred by that agreement. any agreement in which the subscriber participates or by which the company (c) (i) may issue, depending on its choice, common shares issued at the time of the conversion of The Series A convertible shares in the form of one or more fixed global certificates representing common shares in a definitive, fully registered form, with a worldwide legend, essentially in the form of Section 21 c) (ii) (a “global security”). Global Security may have ratings, captions or notes that are legal, stock market rules, agreements to which the entity is subject, if they exist, or use (provided that such a rating, caption or approval is in an acceptable form for the Entity). The total number of common shares represented by each Global Security may be increased or reduced from time to time by adjustments made to the registrar`s and the custodian`s records or candidate, as shown below. This section 21 (c) applies to a comprehensive security deposited with or on behalf of the custodian.

(a) the entity has all the legal rights, powers, powers and capabilities to execute and provide this agreement and other transaction documents in which it is a stakeholder, and to fulfil its obligations under and under that obligation, and to complete transactions; whether this benefit and enumement are conditional on the issuance of the preferred shares under the authority conferred on the directors by the articles.

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