Existing subscription and purchase rights Sample Clauses

Existing subscription and purchase rights. The Parties acknowledge that the following rights to subscribe for or purchase shares in the capital of the Company or depositary receipts thereof exist after Completion (as defined in the Subscription Agreement): • pursuant to the ESOP, the Company has, after the issuance of the First Tranche Shares, a pool of Options of up to 2,206,919 Common Shares, of which a total of 693,898 Options were already granted to employees and remain outstanding, whilst a total of 1,513,021 Options are still available. Upon the completion of the Second Tranche, the number of Common Shares authorized to be issued under the ESOP will be 2,637,110, without any guaranteed minimum for any employee. The Common Shares that have or may be issued in connection with the ESOP will hereinafter be referred to as the “ESOP Shares”. • the right of the Investors (as defined in the Subscription Agreement) to acquire additional Class C Shares in the Second Tranche, subject to the terms and conditions set forth in the Subscription Agreement, at the issue price and consisting of a total number of Class C Shares as specified in clause 1 of the Subscription Agreement. Each Party hereby agrees that the 2013 Shareholders Agreement shall cease to be of any further force or effect as of the date of this Agreement. Furthermore, to the extent necessary or required, the parties to the 2013 Shareholders Agreement hereby grant discharge to each other from any and all obligations and liabilities in relation to the 2013 Shareholders Agreement and hereby waive any rights they may have in relation to the 2013 Shareholders Agreement. For the avoidance of doubt, the existing rights of Aglaia Seed as stated in this Shareholders Agreement shall not be diminished or affected in any way by Aglaia having effectively taken over the pro rata commitment part of Aglaia Seed for its own account in this Series C financing round (and Aglaia Seed not participating in the subscription for Class C Shares), including (without limitation) the Anti-Dilution Protection and the pre-emptive-rights.
Sample 1
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Existing subscription and purchase rights. The Parties acknowledge that, other than the rights and obligations pursuant to the 2012 Subscription Agreement, the following rights to subscribe for or purchase shares in the capital of the Company or depositary receipts thereof exist:
Sample 1

Related to Existing subscription and purchase rights

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Warrington Fund L.P. (the “Partnership”) as indicated on page B-7 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (the “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Purchase of Shares in Offer Parent, the Purchaser or their affiliates shall have purchased Shares pursuant to the Offer; and

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase and Sale of Common Shares and Warrants (a)Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the number of Common Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, along with the Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers (the “Closing”).

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