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SC TO-I/A
VIPSHOP HOLDINGS LTD filed this Form SC TO-I/A on 03/07/2017
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(ii)                                  any Tax incurred and required to be paid in connection with that Capital Market Issuance (as reasonably determined by the relevant Group member, on the basis of existing rates and taking account of any available credit, deduction or allowance).

 

Disposal Proceeds” means the consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any Disposal (other than any Disposal to another member of the Group that constitutes a Permitted Disposal) made by any member of the Group exceeding US$50,000,000 in respect of any single Disposal or US$50,000,000 in aggregate each year except for Excluded Disposal Proceeds and after deducting:

 

(i)                                     any reasonable expenses which are incurred by any member of the Group with respect to that Disposal to persons who are not members of the Group; and

 

(ii)                                  any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably determined by the seller, on the basis of existing rates and taking account of any available credit, deduction or allowance).

 

Disposal” means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions).

 

Excluded Disposal Proceeds” means the proceeds of a Disposal of the assets of a Group member incorporated in the PRC until (and then only to the extent that) the Group is able to remit such disposal proceeds out of the PRC (provided that the Obligors will procure that the relevant Group member(s) incorporated in the PRC take(s) all reasonable steps to do).

 

(b)                                 Upon the occurrence of:

 

(i)                                     a Capital Market Issuance; or

 

(ii)                                  a Disposal,

 

the Borrower shall prepay the Loan and all other amounts accrued under the Finance Documents and cancel Total Commitments in an amount equal to the amount of Capital Market Issuance Proceeds or the Disposal Proceeds (as applicable).

 

7.4                               De-listing

 

If:

 

(a)                                 any steps are taken by the Borrower to cause its shares to cease to be listed, traded or publicly quoted on the NYSE;

 

(b)                                 the NYSE announces that the Borrower’s shares cease (or will cease) to be listed, traded or publicly quoted on the NYSE; or

 

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