Initial Subscription the period of time that a Subscription is permitted to access and use the Services, as defined on the relevant Order Form.
Initial Subscription. The Initial Subscribers hereby subscribe, and the Company accepts the Initial Subscribers' subscription, for the initial Membership Interests (the "Membership Interests") in the Company as described below: Covenant - 13% Swift - 16% Xxxx - 28% U.S. Xpress - 13% M.S. - 14% Xxxxxx - 16%
Initial Subscription. Subject to Section 2.3, the Company agrees to issue 9,000 Preferred Shares to the Purchaser on the first Business Day following the date hereof (the “Initial Closing Date”), and the Purchaser agrees to subscribe and pay for each of such 9,000 Preferred Shares, at a price per Preferred Share equal to the Preferred Share Issue Price, on the first Business Day following the date hereof (the time of such initial purchase, the “Initial Closing”). The issue price for the Preferred Shares shall be $10,000 per share (the “Preferred Share Issue Price”). The Preferred Shares issued on the Initial Closing Date shall, on such date, be (i) registered in the name of the Purchaser on the books of the Company (reflecting that the Purchaser is the original subscriber for the Preferred Shares and received the Preferred Shares upon original issuance) and (ii) delivered or caused to be delivered to the Purchaser in the form of one or more stock certificates representing the Preferred Shares.
Initial Subscription. 2.1 On the Initial Completion Date, the Company irrevocably undertakes to, and CPI shall procure that the Company shall, issue and allot, and the Subscriber shall, and Aroundtown shall procure that the Subscriber shall, subscribe for, the Initial Subscription Shares with all rights now or in the future attaching to them (including without limitation the right to receive all dividends, distributions and interest or any return of capital declared, made or paid on or after the Initial Completion Date) and free from all Encumbrances, on the terms of this Deed. The premium on each Redeemable Preference Share forming part of the Initial Subscription Shares issued in accordance with this Clause 2.1 shall be €8.68 (being the EPRA net asset value per Target Share shown in the Target’s audited financial statements as at 31 December 2020).
2.2 CPI hereby waives and shall procure the waiver of any restrictions (including all pre-emption rights) which may exist in relation to the issue and allotment of the Initial Subscription Shares.
2.3 The consideration for the Initial Subscription shall be the transfer by the Subscriber, or for or on behalf of the Subscriber, to the Company at Initial Completion of the 48,629,464 Target Shares held by the Subscriber (the “Consideration Shares”).
Initial Subscription. The Initial Stockholders hereby agree to purchase, and the Company hereby agrees to sell, Shares of the Common Stock for the subscription price of one xxxxx ($.01) per Share, to each of the Stockholders, as listed in Schedule 1 attached hereto and in the amounts indicated thereon. Upon execution of this Agreement and payment of the subscription price and contribution to capital as herein above set forth, the Company shall issue fully paid and nonassessable Shares to the Initial Stockholders as set forth in Schedule 1.
Initial Subscription. 1. Concurrently with the issue of LP Units to the Underwriters pursuant to the Underwriting Agreement (the “Closing Time”), and subject to paragraphs E.8 and E.9 of this Agreement, BRPI shall, or shall cause its affiliates to, subscribe for and purchase from BEP and BEP shall issue and sell to BRPI or its affiliates, as applicable, 4,943,000 LP Units (the “Private Placement Units”) at a price per LP Unit equal to $40.464, being the dollar equivalent of the Public Price less underwriting commissions payable by BEP per LP Unit (the “Net BRPI Price”), for an aggregate price equal to $200,013,552 (the “Subscription Amount”) and on the other terms and conditions contained in this Agreement. BRPI shall satisfy its obligation to BEP to pay the Subscription Amount by paying to BEP at the Closing Time US$152,066,868 (representing the U.S. dollar equivalent of the Subscription Amount based on an exchange rate of US$1=$1.3153).
2. The closing of the purchase and sale of Private Placement Units will be held at the offices of Torys LLP in Xxxxxxx, Xxxxxxx. At the Closing Time, BEP shall deliver to BRPI a certificate representing the Private Placement Units registered in the name of BRPI or its affiliates, as applicable, or deposit or cause to be deposited the Private Placement Units in a brokerage account designated by BRPI, against payment to BEP by wire transfer of the Subscription Amount in accordance with paragraph A.1.
Initial Subscription. Subject to the terms and conditions set forth in this letter of commitment (this “Letter Agreement”), Fosun Industrial Co., Limited (“Significant Stockholder”) hereby commits to subscribe for, directly or indirectly through one or more intermediate entities controlled by Significant Stockholder or its affiliates, 2,319,745 limited partnership interests of the Issuer (“Initial Subscription LP Interests”) at a price per Initial Subscription LP Interest of US$19.50 (the “Initial Subscription Commitment”) for an aggregate purchase price of US$45,235,029, pursuant to a subscription agreement in the form attached hereto as Exhibit A (the “Initial Subscription Agreement”). The financial models and detailed capital expenditure schedules and plans in respect of each of the Qingdao, Guangzhou and Haidian projects (each, an “Approved Project”) and the allocation of the Initial Subscription Commitment (the “Allocated Amount”) to each Approved Project is set forth in a disclosure schedule delivered by the Company to Significant Stockholder on the date hereof (the “Disclosure Schedule”). If, at the time of the execution by Significant Stockholder of the Initial Subscription Agreement, there is (a) an Updated Capex Schedule and Plan for the Haidian project that is not an Approved Plan or (b) an Updated Financial Model for the Haidian project that is not an Approved Financial Model or that reflects a projected return on investment that is less than the projected return on investment set forth in the Disclosure Schedule for the Haidian project (in either case, a “Haidian Project Change”), the Initial Subscription Commitment hereunder will be reduced by an amount equal to the Allocated Amount for the Approved Project for Haidian, and the Further Subscription Commitment shall be increased by an amount equal to the Allocated Amount for the Approved Project for Haidian.
Initial Subscription. The Investor agrees to subscribe for the purchase of that number of shares of the Common Stock equal to the quotient obtained by dividing the Initial Purchase Price (as defined below) by the Initial Average Trading Price (the "Initial Shares")), for the Initial Purchase Price and the Corporation agrees to accept the subscription. Upon the Initial Closing Date, the Investor shall deliver to the Corporation funds in the amount of the Initial Purchase Price for the Initial Shares and the Corporation shall deliver, or promptly after the Closing Date shall deliver, to the Investor a certificate or certificates representing the Initial Shares.
Initial Subscription. 1. Concurrently with the sale of the Shares to the Underwriters on the Closing Date, BAM shall subscribe for and purchase from the Company and the Company shall issue and sell to BAM, the BAM Shares at a price per BAM Share equal to the Issue Price, less the amount of the Underwriters’ fee per Share, for an aggregate price equal to the product of the Issue Price and the number of BAM Shares (the “Subscription Amount”), and on the other terms and conditions contained in this Agreement.
2. The closing of the purchase and sale of the BAM Shares will be held at the offices of Torys LLP, in Toronto, Ontario at the Closing Time. At the Closing Time, the Company shall deliver to BAM a share certificate representing the BAM Shares registered in the name of BAM, against payment to the Company by wire transfer of the Subscription Amount.
Initial Subscription. 2.1.1. Subject to the terms and conditions hereof, at the Tranche 1 Closing (as defined below), Subscriber hereby agrees to subscribe for and purchase, and Grove hereby agrees to issue and sell to Subscriber, upon the payment of the Tranche 1 Purchase Price, the Tranche 1 Shares (such subscription and issuance, the “Tranche 1 Subscription”).
2.1.2. At all times from the date hereof until the earlier of (a) the Business Combination Closing, (b) the Conversion Date and (c) the date on which no Tranche 1 Shares are outstanding, Grove shall not:
(a) authorize or issue any equity securities, or incur any indebtedness for borrowed money, unless the proceeds of such financing are applied in accordance with Section 2.2.2; or
(b) pay any dividends or distributions on, or redeem, any shares of capital stock of Grove or any of its Subsidiaries.
2.1.3. For so long as any Tranche 1 Shares are outstanding, Grove shall not:
(a) (i) liquidate, dissolve or wind up the affairs of Grove or effect any merger or consolidation other than pursuant to the Business Combination Agreement, (ii) institute or cause to have instituted against it any bankruptcy, reorganization, debt arrangement or similar proceeding under any bankruptcy, insolvency or similar law, or any dissolution or liquidation proceeding, (iii) have a receiver appointed for Grove or a substantial part of its assets or properties or (iv) make an assignment for the benefit of creditors, or petition or apply to any Governmental Authority for, or consent or acquiesce to, the appointment of a custodian, receiver or trustee for all or substantially all of its assets or properties (each, a “Liquidation Event”) (other than a Change of Control), in each case, unless the holders of the Tranche 1 Shares receive, prior to the payment or distribution of any amounts in respect of Grove Capital Stock (other than Permitted Financing Shares), for each such Tranche 1 Share an amount in cash equal to the greater of (i) the Minimum Tranche 1 Return and (ii) the amount payable or distributable in respect of a share of Grove Common Stock (the “Tranche 1 Liquidation Preference”);
(b) purchase or redeem any shares of Grove Capital Stock (other than stock repurchased from former employees or consultants in connection with the cessation of their employment or services, at the lower of fair market value or cost);
(c) authorize or create (by reclassification, merger or otherwise) or issue or obligate itself to issue any new class or series of ...
