Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of their respective portions of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIESand simultaneously upon receipt of the relevant portion of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIES, the Company shall, in a meeting of the Board approve: 4.1.1. Issuance of the Naspers Securities to Naspers in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Naspers as the holder of the Naspers Securities and deliver to Naspers a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to Naspers; 4.1.2. Issuance of the Wellington Securities to Wellington in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Xxxxxxxxxx as the holder of the Wellington Securities and deliver to Wellington a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to Wellington; 4.1.3. Making of necessary entries in the Company’s register of members, reflecting XXX as the holder of the QIA Securities and deliver to QIA a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the QIA Securities to QIA and issuance of duly stamped and executed share certificate evidencing the issue and allotment of the QIA Securities to QIA; 4.1.4. Making of necessary entries in the Company’s register of members, reflecting Falcon Edge as the holder of the Falcon Edge Securities and deliver to Falcon Edge a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Falcon Edge Securities to Falcon Edge and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Falcon Edge Securities to Falcon Edge; 4.1.5. Making of necessary entries in the Company’s register of members, reflecting Accel Leaders as the holder of the Accel Leaders Securities and deliver to Accel Leaders a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Leaders Securities to Accel Leaders and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Accel Leaders Securities to Accel Leaders; 4.1.6. Issuance of the Amansa Securities to Amansa in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Xxxxxx as the holder of the Amansa Securities and deliver to Amansa a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Amansa Securities to Amansa; 4.1.7. Issuance of the Lathe Securities to Lathe in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Lathe as the holder of the Lathe Securities and deliver to Lathe a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Lathe Securities to Lathe; 4.1 8. the adoption of the Restated Articles, subject to the approval of the Shareholders; and
Appears in 1 contract
Samples: Subscription Agreement
Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of remit their respective portions of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIESand and simultaneously upon receipt of the relevant portion of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIES, the Company shall, in a meeting of the Board approveBoard:
4.1.1. Issuance effect the issue and allotment of the Naspers Securities to Naspers in dematerialised form and making of Investor Securities;
4.1.2. make necessary entries in the Company’s register of members, reflecting Naspers Xxxxxxxx as the holder of the Naspers Bessemer Securities and deliver to Naspers Bessemer a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to NaspersBessemer Securities;
4.1.24.1.3. Issuance of the Wellington Securities to Wellington in dematerialised form and making of make necessary entries in the Company’s register of members, reflecting Xxxxxxxxxx NVP as the holder of the Wellington NVP Securities and deliver to Wellington NVP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to WellingtonNVP Securities;
4.1.34.1.4. Making of make necessary entries in the Company’s register of members, reflecting XXX SAIF as the holder of the QIA SAIF Securities and deliver to QIA SAIF a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the QIA Securities to QIA and issuance of duly stamped and executed share certificate evidencing the issue and allotment of the QIA Securities to QIA;
4.1.4. Making of necessary entries in the Company’s register of members, reflecting Falcon Edge as the holder of the Falcon Edge Securities and deliver to Falcon Edge a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Falcon Edge Securities to Falcon Edge and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Falcon Edge Securities to Falcon EdgeSAIF Securities;
4.1.5. Making of make necessary entries in the Company’s register of members, reflecting Accel Leaders as the holder of the Accel Leaders Securities and deliver to Accel Leaders a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Leaders Securities to Accel Leaders and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Accel Leaders Securities to Accel LeadersSecurities;
4.1.6. Issuance of the Amansa Securities to Amansa in dematerialised form and making of make necessary entries in the Company’s register of members, reflecting Xxxxxx Xxxxxxxx as the holder of the Amansa Apoletto Securities and deliver to Amansa Apoletto a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Amansa Securities to AmansaApoletto Securities;
4.1.7. Issuance approve the appointment of the Lathe Bessemer Observer as an observer on the Board; and
4.1.8. issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Securities to Lathe in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Lathe as the holder of the Lathe Securities and deliver to Lathe a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Lathe Securities to Lathe;
4.1 8. the adoption of the Restated Articles, subject to the approval of the Shareholders; andInvestors.
Appears in 1 contract
Samples: Subscription Agreement
Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of remit their respective portions of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIESand and simultaneously upon receipt of the relevant portion of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIES, the Company shall, in a meeting of the Board approveBoard:
4.1.1. Issuance effect the issue and allotment of the Naspers Securities to Naspers in dematerialised form Investor Securities;
4.1.2. register Harmony as a member of the Company and making of make necessary entries in the Company’s register of members, reflecting Naspers as the holder members in respect of the Naspers Harmony Securities and deliver to Naspers Harmony a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to NaspersHarmony Securities;
4.1.24.1.3. Issuance register RB as a member of the Wellington Securities to Wellington in dematerialised form Company and making of make necessary entries in the Company’s register of members, reflecting Xxxxxxxxxx as the holder members in respect of the Wellington RB Securities and deliver to Wellington RB a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to WellingtonRB Securities;
4.1.34.1.4. Making register NVP as a member of the Company and make necessary entries in the Company’s register of members, reflecting XXX as the holder members in respect of the QIA NVP Securities and deliver to QIA NVP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the QIA Securities to QIA and issuance of duly stamped and executed share certificate evidencing the issue and allotment NVP Securities;
4.1.5. register Accel as a member of the QIA Securities to QIA;
4.1.4. Making of Company and make necessary entries in the Company’s register of members, reflecting Falcon Edge as the holder of the Falcon Edge Securities and deliver to Falcon Edge a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Falcon Edge Securities to Falcon Edge and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Falcon Edge Securities to Falcon Edge;
4.1.5. Making of necessary entries in the Company’s register of members, reflecting Accel Leaders as the holder respect of the Accel Leaders Securities and deliver to Accel Leaders a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Leaders Securities to Accel Leaders and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Accel Leaders Securities to Accel LeadersSecurities;
4.1.6. Issuance register SAIF as a member of the Amansa Securities to Amansa in dematerialised form Company and making of make necessary entries in the Company’s register of members, reflecting Xxxxxx as the holder members in respect of the Amansa SAIF Securities and deliver to Amansa SAIF a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Amansa Securities to AmansaSAIF Securities;
4.1.7. Issuance register Apoletto as a member of the Lathe Securities to Lathe in dematerialised form Company and making of make necessary entries in the Company’s register of members, reflecting Lathe as the holder members in respect of the Lathe Apoletto Securities and deliver to Lathe Apoletto a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Lathe Securities to LatheApoletto Securities;
4.1 84.1.8. adopt the adoption Restated Articles (in a form which shall be to the satisfaction of each of the Restated ArticlesInvestors), subject to the approval of the Shareholders in a Shareholders’ meeting;
4.1.9. issue the duly executed, adequately stamped and certified original certificates in respect of the Investor Securities to the Investors; and
4.1.10. issue a Notice to convene, at shorter Notice, an extraordinary general meeting of the Shareholders of the Company on the Closing Date.
Appears in 1 contract
Samples: Subscription Agreement
Closing Board Actions. On the Closing Date, the Investors shall commence wires for the remittance of their respective portions of the Subscription Amount to the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIESand and simultaneously upon receipt of the relevant portion of the Subscription Amount into the designated bank account of the Company, as detailed in Part B of SCHEDULE 1: DETAILS OF PARTIES, the Company shall, in a meeting of the Board approve:
4.1.1. Issuance of the Naspers Securities to Naspers in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Naspers Xxxxxxx as the holder of the Naspers Securities and deliver to Naspers a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Naspers Securities to Naspers;
4.1.2. Issuance of the Wellington Securities to Wellington in dematerialised form and making of make necessary entries in the Company’s register of members, reflecting Xxxxxxxxxx as the holder of the Wellington Securities and deliver to Wellington a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Wellington Securities to Wellington;; and
4.1.3. Making of make necessary entries in the Company’s register of members, reflecting XXX MTDP as the holder of the QIA MTDP Securities and deliver to QIA MTDP a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the QIA MTDP Securities to QIA and issuance of duly stamped and executed share certificate evidencing the issue and allotment of the QIA Securities to QIAMTDP;
4.1.4. Making of necessary entries in the Company’s register of members, reflecting Falcon Edge as the holder of the Falcon Edge Securities and deliver to Falcon Edge a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Falcon Edge Securities to Falcon Edge and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Falcon Edge Naspers Securities to Falcon EdgeNaspers;
4.1.5. Making of necessary entries in the Company’s register of members, reflecting Accel Leaders as the holder of the Accel Leaders Securities and deliver to Accel Leaders a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Accel Leaders Securities to Accel Leaders and issuance of a duly stamped and executed share certificate evidencing the issue and allotment of the Accel Leaders Wellington Securities to Accel LeadersWellington;
4.1.6. Issuance issuance of the Amansa Securities to Amansa in dematerialised form a duly stamped and making of necessary entries in the Company’s register of members, reflecting Xxxxxx as the holder of the Amansa Securities and deliver to Amansa a true extract, duly certified by a Director, of the updated register of members reflecting executed share certificate evidencing the issue and allotment of the Amansa MTDP Securities to Amansa;MTDP; and
4.1.7. Issuance of the Lathe Securities to Lathe in dematerialised form and making of necessary entries in the Company’s register of members, reflecting Lathe as the holder of the Lathe Securities and deliver to Lathe a true extract, duly certified by a Director, of the updated register of members reflecting the issue and allotment of the Lathe Securities to Lathe;
4.1 8. the adoption of the Restated Articles, subject to the approval of the Shareholders; and.
Appears in 1 contract
Samples: Subscription Agreement
