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Completion of Subscription Sample Clauses

Completion of Subscription. 5.1 Completion of the Subscription shall take place at the headquarters of the Company (or at such other place as the Parties may agree in writing) on the Subscription Date. 5.2 At Completion on the Subscription Date, each of the Subscribers, the Company and the Original Shareholders (as applicable) shall deliver or perform (or ensure that there is delivered or performed) all documents, items and actions respectively listed in relation to that party or any of its Affiliates (as the case may be) in Schedule 3. 5.3 Subject to Clause 5.4, each of the Subscribers shall subscribe at Completion for its Subscription Shares and pay an amount in USD for such shares, being its Subscriber Individual Commitment Amount, to the Company in immediately available funds to the Company’s Designated Account by wire transfer. All such Subscriber Individual Commitment Amounts shall be converted from USD to TL (by using the last available daily TL/USD selling rate of the Central Bank of Turkey as reported on the website of the Central Bank of Turkey (which, as of the date of this Agreement can be found on: xxxx://xxx.xxxx.xxx.xx/wps/wcm/connect/tcmb+en/tcmb+en and on any subsequent page as the Central Bank of Turkey may establish) (such amount being the equivalent in TL of the Subscriber Individual Commitment Amount of each relevant Subscriber expressed in USD) by the Company on the date of Completion. The Aggregate Subscription Amount shall be blocked in the Company’s Designated Account(s) and such blockage shall be released as soon as possible following delivery by the Company to such bank of a letter from the Istanbul Trade Registry (a copy of which shall be provided to the Preferred Shareholders) confirming the registration of the share capital increase (as a result of submission and registration of the documentation listed under Schedule 3 to the bank of the Company’s Designated Account(s)). 5.4 In the event of a breach of the obligations set out in this Clause 5 and in Schedule 3 by a Subscriber and/or by the Company and/or the Original Shareholders, in each case subsisting on the Subscription Date, then the party(ies) not in breach shall not be obliged to complete this Agreement and may, at the election of Subscribers committing in this Agreement to subscribe for at least 75% of the Preferred Class A Shares to be issued and allotted pursuant to, and subject to the terms and conditions of, this Agreement: (a) defer Completion (in accordance with the provisions of this Agre...
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Completion of Subscription. No later than the fifth (5th) Business Day immediately after the Conditions have been fulfilled or waived (or such other date as the parties may agree in writing). The following are the principal terms of the Warrant: On any Business Day on or prior to the Expiration Time, the Acquiror may exercise, in whole or in part, the Warrant. The Expiration Time of the Warrant is at 11:59 p.m., Hong Kong Time, on the date that is three (3) years after the issuance of the Warrant. If such day is not a Business Day, the Expiration Time will be extended until 11:59 p.m., Hong Kong Time on the next Business Day.
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Completion of Subscription. Under Rule 14A31(3)(d) of the Listing Rules, the Subscription is expected to be completed within 14 days after the date of the Placing and Subscription Agreement, that is, on or before 16 June 2006. Further announcement will be made by the Company in case the Subscription is not completed by 16 June 2006. In the event that the conditions to the Placing and Subscription Agreement are not fulfilled by 4 : 00 p.m. on 14 June 2006 (or such later date as the Company, the Vendor and the Placing Agent may agree), the rights and obligations of the Company and the Vendor in relation to the Subscription under the Placing and Subscription Agreement shall lapse and be of no further effect, in which event the Company and the Vendor shall be released from such obligations without any liability save as to any antecedent breach and provided that any right or remedies which shall have accrued shall not be prejudiced or affected. EFFECT OF THE PLACING AND THE SUBSCRIPTION The shareholding structure of the Company immediately before and after the Placing and the Subscription is summarised as follows. (Note 1) Name of Sharesholders Existing no. of shares held The Vendor (Note 4) 338,695,533 67.74% 278,695,533 55.74% 338,695,533 60.48% Legend Capital (Note 5) 10,800,000 2.16% 10,800,000 2.16% 10,800,000 1.93% Sub-total 349,495,533 69.90% 289,495,533 57.90% 349,495,533 62.41% Public 150,504,467 30.10% 150,504,467 30.10% 150,504,467 26.88% Placees — — 60,000,000 12.00% 60,000,000 10.71% Total 500,000,000 100% 500,000,000 100% 560,000,000 100%
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Completion of Subscription. 5.1 Initial Completion shall take place at the offices of WOP's solicitors on the Initial Completion Date (or such other time and place as APG and WOP may agree in writing). 5.2 At and immediately following Initial Completion, each of the parties shall deliver or perform (or cause the delivery or performance of) all those documents, items or actions respectively required of it in Schedule 3.‌ 5.3 If Initial Completion does not take place on the Initial Completion Date because one or more parties (each a "Defaulting Party") fails to comply with any of its obligations under Clause 5.2 and Schedule 3 (whether such failure amounts to a repudiatory breach or not), (in the event the Company, WOP or WOP SPV is the Defaulting Party) APG, or (in the event APG is the Defaulting Party) WOP (each a "Non-Defaulting Party"),‌ may by Notice to each Defaulting Party, with a copy to any other party who is not a Defaulting Party, without prejudice to the exercise of its rights in respect of such non- compliance by any Defaulting Party: 5.3.1 proceed to Initial Completion to the extent reasonably practicable; or 5.3.2 postpone Initial Completion to a date which is not more than 20 Business Days after the original Initial Completion Date, provided, however, that the extended completion date shall in no event be later than the Long-stop Date; or‌ 5.3.3 terminate this Agreement. 5.4 If the Non-Defaulting Party postpones Initial Completion to another date in accordance with Clause 5.3.2, the provisions of this Agreement shall apply to such other date as if it were the Initial Completion Date.
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Completion of Subscription. No later than the fifth (5th) Business Day immediately after the Conditions have been fulfilled or waived (or such other date as the parties may agree in writing). WARRANT AGREEMENT The following are the principal terms of the Warrant:
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Completion of Subscription 
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Related to Completion of Subscription

  • Acceptance of Subscription At the Closing, if the Manager accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement and cause the Escrow Agent to release the Subscription Price (or applicable portion thereof if such subscription is only accepted in part) to the Company for the benefit of Series #TICKER. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Manager this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Purchase Price in accordance with this Agreement. The Purchaser understands and agrees that this subscription is made subject to the condition that the Series #TICKER Interests to be issued and delivered on account of this subscription will be issued only in the name of and delivered only to the Purchaser. Effective upon the Company’s execution of this Subscription Agreement, the Purchaser shall be a member of the Company, and the Purchaser agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Purchaser were a party to it (and grants to the Manager the power of attorney described therein).

  • Acceptance or Rejection of Subscription (a) I understand and agree that the Company reserves the right to reject this subscription for the Units, in whole or in part, for any reason and at any time prior to the Closing, notwithstanding prior receipt by me of notice of acceptance of my subscription. (b) In the event of the rejection of this subscription, my subscription payment will be promptly returned to me without interest or deduction and this Subscription Agreement shall have no force or effect. In the event my subscription is accepted and the offering is completed, the funds specified above shall be released to the Company.

  • Acceptance of Subscriptions 4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to [________________] (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above. 4.2 As promptly as possible following the Expiration Time, advise the Company Representative by email of (i) the number of shares of the Additional Common Stock Subscribed for and (ii) the number of shares of the Additional Common Stock unsubscribed for.

  • TERMS OF SUBSCRIPTION Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its general corporate purposes.

  • Software Subscription Use Case Red Hat Storage Server for On- Premise Red Hat Storage Server for On-Premise is intended to be used as a storage system and will be supported only when used as a storage node. Red Hat Storage Server is not supported on non- server hardware such as desktops or workstations. Red Hat Storage Server for On-Premise is intended for use on a dedicated System, Physical Node, Virtual Node or Virtual Guest; running other applications and/or programs of any type on the System, Physical Node, Virtual Node or Virtual Guest can have a negative impact on the function and/or performance of the Red Hat Storage Server and is not a supported Use Case. Each Red Hat Storage Server Subscription includes one Software Subscription to Red Hat Enterprise Linux Server and the Scalable File System Add-on, which are supported solely in connection with the use of Red Hat Storage Server. Red Hat Storage Server for Public Cloud Red Hat Storage Server for Public Cloud is intended to be used as a storage system and will be supported only when used as a storage node. When running in Amazon Web Services, an EC2 M1 Large dedicated instance is required in order to be supported. Running other applications and/or programs of any type on the same instance can have a negative impact on the function and/or performance of the Red Hat Storage Server and is not a supported Use Case. Each Red Hat Storage Server Subscription includes one Software Subscription to Red Hat Enterprise Linux Server and the Scalable File System Add-on, which are supported solely in connection with the use of Red Hat Storage Server. Red Hat Storage for Red Hat Enterprise Linux OpenStack Platform Red Hat Storage Server for Red Hat Enterprise Linux OpenStack Platform is intended to be used as a storage system with Red Hat Enterprise Linux OpenStack Platform and will be supported only when used as a storage node. Red Hat Storage Server is not supported on non-server hardware such as desktops or workstations. Red Hat Storage Server for Red Hat Enterprise Linux OpenStack Platform is intended for use on a dedicated Physical Node; running other applications and/or programs of any type on the Physical Node can have a negative impact on the function and/or performance of the Red Hat Storage Server and is not a supported Use Case. Each Red Hat Storage Server Subscription includes one Software Subscription to Red Hat Enterprise Linux Server and the Scalable File System Add-on, which are supported solely in connection with the use of Red Hat Storage Server.

  • Completion of Repairs Borrower will commence any Repairs as soon as practicable after the date of this Loan Agreement and will diligently proceed with and complete such Repairs on or before the Completion Date. All Repairs and Capital Replacements will be completed in a good and workmanlike manner, with suitable materials, and in accordance with good building practices and all applicable laws, ordinances, rules, regulations, building setback lines and restrictions applicable to the Mortgaged Property. Borrower agrees to cause the replacement of any material or work that is defective, unworkmanlike or that does not comply with the requirements of this Loan Agreement, as determined by Lender.

  • Purchase, Sale and Delivery of Shares (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant. (b) The Company hereby grants to the Underwriters the option to purchase some or all of the Option Securities and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriter shall have the right, severally and not jointly, to purchase all or any portion of the Option Shares and/or the Option Warrants as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. The purchase price to be paid per Option Share shall be equal to $5.50. The purchase price to be paid per Option Tradeable Warrant shall be equal to $[0.01]. The purchase price to be paid per Option Non-tradeable Warrant shall be equal to $[0.01]. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. This Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the forty-fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares and/or Option Warrants as to which the option is being exercised, and the date and time when the Option Shares and/or the Option Warrants are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first (1st) business day after the date on which the option shall have been exercised nor later than the fifth (5th) business day after the date on which the option shall have been exercised unless the Company and the Representative otherwise agree. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice; (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule I opposite the name of such Underwriter, subject to such adjustments as the Representative, in their sole discretion, shall determine and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule I opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in their sole discretion, shall determine. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option by written notice to the Company (except to the extent the Representative has exercised the Over-Allotment Option in accordance herewith). (c) Payment of the purchase price for and delivery of the Option Shares and/or the Option Warrants shall be made on an Option Closing Date in the same manner and at the same office as the payment for the Firm Securities as set forth in subparagraph (d) below. (d) The Firm Securities will be delivered by the Company to the Representative, for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of WallachBeth Capital LLC, Harborside Financial Center Plaza 5, 000 Xxxxxx Xxxxxx, Suite 1410, Jersey City, NJ 07311, or such other location as may be mutually acceptable, at 9:00 a.m. Eastern Time, on the second (2nd) (or if the Firm Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third (3rd)) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, or, in the case of the Option Securities, at such date and time set forth in the Option Notice. The time and date of delivery of the Firm Shares is referred to herein as the “Closing Date.” On the Closing Date, the Company shall deliver the Firm Securities which shall be registered in the name or names and shall be in such denominations as the Representative may request on behalf of the Underwriters at least one (1) business day before the Closing Date, to the respective accounts of the several Underwriters, which delivery shall with respect to the Firm Securities, be made through the facilities of the Depository Trust Company’s Deposit or Withdrawal at Custodian system. (e) It is understood that WallachBeth Capital LLC, has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Securities and any Option Securities the Underwriters have agreed to purchase. WallachBeth Capital LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date or any Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

  • Certificate of Substantial Completion The certificate prepared by the Designer and approved by the Owner to the effect that the Work has reached Substantial Completion.

  • Exercise Instructions Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

  • Withdrawal of Shares and Cancellation of Certificates Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding shares by the number of shares surrendered by the Fund.

Most Referenced Clauses

Most Referenced Definitions