Certain Terms and Conditions of the Notes Subscription Agreement Sample Clauses

Certain Terms and Conditions of the Notes Subscription Agreement. The principal terms of the Notes Subscription Agreement include, among others, the following: 3.8.1 The Purchaser shall subscribe for two new classes of notes to be issued by Memphis 1, as follows: (i) 100.0% of the New Class A Notes; and (ii) 99.49% of the New Class B Notes. 3.8.2 The proceeds from the New Class A Notes shall be used towards redeeming Existing Notes 1 and Existing Notes 2 held by the Existing Noteholders. The proceeds from the New Class B Notes shall be used towards redeeming Existing Notes 1 and Existing Notes 2 held by Existing Noteholders, repay external bank borrowings of Memphis 1, and fund the working capital and any potential future capital expenditure of Memphis 1. 3.8.3 In relation to the New Class A Notes: (i) the amount payable is at 99.0% of the Available Cash Flow1; and (ii) the New Class A Notes may be redeemed under the following circumstances: (a) where there is an event of default; (b) upon maturity or sale of KDC SGP 7 and KDC SGP 8; or (c) where Memphis 1 decides to redeem the New Class A Notes. 3.8.4 In relation to the New Class B Notes, the amount payable is fixed at 4.0% per annum and the tenure of the New Class B Notes is five years. 3.8.5 Memphis 1 has entered into the Notes Subscription Agreement in reliance and conditional upon the Purchaser having obtained the W&I Policy, which provides insurance coverage in respect of any W&I Claims (see paragraphs 3.4.5 to 3.4.7 for details relating to the W&I Policy).
Sample 1
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Related to Certain Terms and Conditions of the Notes Subscription Agreement

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first above written.

  • Dimensions Education Bachelor’s or Master’s Degree in Computer Science, Information Systems, or other related field. Or equivalent work experience. A minimum of 10 years of IT and business/industry work experience, with at least 3 years of leadership experience in managing multiple, large, cross-functional teams or projects, and influencing senior level management and key stakeholders. Requires advanced technical and business knowledge in software development life cycle, quality assurance, project management and other related disciplines/processes.

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