Convertible Securities Agreement Sample Clauses

Convertible Securities Agreement. As announced on 4 August 2023, the Company has entered into a convertible securities agreement (Convertible Securities Agreement) with Mercer Street Global Opportunity Fund, LLC (Mercer), a United States based investment group, to provide the Company with funding of up to a total of $6 million. The first tranche of funding of $500,000 was provided to the Company in exchange for the issue of 600,000 convertible notes (each with a face value of $1) on 14 August 2023 (Tranche 1 Notes). Under the Convertible Securities Agreement, the Company and Mercer can agree to additional drawdowns of up to a further $5.5 million, in exchange for the issue of up to a further 6,600,000 convertible notes to Mercer (each with a face value of $1), subject to the satisfaction of further closing conditions. On 26 September 2023, the Company obtained shareholder approval, and Mercer has agreed to subscribe for, 2,040,000 convertible notes for an aggregate subscription sum of $1,700,000 (Tranche 2 Notes). The Tranche 2 Notes have an aggregate face value of $2,040,000. A broad summary of the rights, privileges and restrictions attaching to the Tranche 2 Notes is set out in Schedule 1 of this Cleansing Notice. The summary is not exhaustive and does not constitute a definite statement of the rights and liabilities of the Tranche 2 Note holder (Noteholder). Subject to the approval of the Company’s shareholders, the Company has also agreed to issue Mercer 155,668 Shares (Second Commencement Shares) and 8,451,736 options to acquire Shares for nil consideration (Mercer Options). For further information in relation to the Convertible Securities Agreement, please refer to the Company’s announcement dated 4 August 2023. The Company will today issue the Second Commencement Shares, the Tranche 2 Notes and the Mercer Options.
Sample 1
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Convertible Securities Agreement. As announced on 29 July 2022, the Company has entered into a convertible securities agreement (Convertible Securities Agreement) with Mercer Street Global Opportunity Fund, LLC (Mercer), a United States based investment group, to provide the Company with funding of up to a total of US$10 million. The first tranche of US$1.2 million will be provided shortly to the Company upon satisfaction of the closing conditions, in exchange for the issue of 1,320,000 convertible notes (each with a face value of US$1) (Tranche 1 Notes). Under the Convertible Securities Agreement, the Company may request additional drawdowns of up to a further US$8.8 million, in exchange for the issue of a further 9,680,000 convertible notes to Mercer (each with a face value of US$1). For further information in relation to the Convertible Securities Agreement, please refer to the Company announcement dated 29 July 2022. A broad summary of the rights, privileges and restrictions attaching to the Tranche 1 Notes is set out in Schedule 1 of this Cleansing Notice. The summary is not exhaustive and does not constitute a definite statement of the rights and liabilities of the Tranche 1 Note holder (Noteholder).
Sample 1
Convertible Securities Agreement. As announced on 29 July 2022, the Company has entered into a convertible securities agreement (Convertible Securities Agreement) with Mercer Street Global Opportunity Fund, LLC (Mercer), a United States based investment group, to provide the Company with funding of up to a total of US$10 million. The first tranche of US$1.2 million will be provided shortly to the Company upon satisfaction of the closing conditions, in exchange for the issue of 1,320,000 convertible notes (each with a face value of US$1) (Tranche 1 Notes). Under the Convertible Securities Agreement, the Company may request additional drawdowns of up to a further US$8.8 million, in exchange for the issue of a further 9,680,000 convertible notes to Mercer (each with a face value of US$1). For further information in relation to the Convertible Securities Agreement, please refer to the Company announcement dated 29 July 2022. A broad summary of the rights, privileges and restrictions attaching to the Tranche 1 Notes is set out in Schedule 1 of this Cleansing Notice. The summary is not exhaustive and does not constitute a definite statement of the rights and liabilities of the Tranche 1 Note holder (Noteholder). 2. CONTENTS OF THIS CLEANSING NOTICE This Cleansing Notice sets out the following: (a) in relation to the Tranche 1 Notes:‌ (i) the effect of the issue on the Company; (ii) a summary of the rights and liabilities attaching to the Tranche 1 Notes; and (iii) a summary of the rights and liabilities attaching to the Shares that will be issued on the conversion of the Tranche 1 Notes; and - 12
Sample 1

Related to Convertible Securities Agreement

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Common Stock 1 Company........................................................................1

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • CANCELLATION OF NOTES, COUPONS AND TALONS 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.

  • Purchase Agreement See the introductory paragraphs hereof.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Early Redemption and Exercise of Options 10.01 If the Issuer intends (other than consequent upon an Issuer Event of Default) to redeem all or any of the Covered Bonds prior to their stated maturity date or to exercise any other option under the Conditions, it shall, not less than 14 days prior to the latest date for the publication of the notice of redemption or of exercise of the Issuer’s option required to be given to the Holders of any Covered Bonds, give written notice of such intention to the Bond Trustee and the Issuing and Paying Agent or, in the case of Registered Covered Bonds, the Registrar (copied to the Issuing and Paying Agent) stating the date on which such Covered Bonds are to be redeemed or such option is to be exercised.

  • Exchange of Warrant Certificates (1) Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

  • Issue in Substitution for Warrant Certificates Lost, etc (1) If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation, subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Warrants issued or to be issued hereunder.

  • THE SETTLEMENT CONSIDERATION 9. In consideration of the settlement of the Released Plaintiffs’ Claims against Defendants and the other Defendants’ Releasees, Defendants shall pay or cause to be paid the Settlement Amount into the Escrow Account no later than the later of (a) fifteen (15) business days after the date of entry by the Court of an order preliminarily approving this Settlement; and

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