Issuance and Subscription. (a) In connection with the Subscription Agreement and in consideration of the Purchase Price to be paid by Investor set forth in the Subscription Agreement, FEAC (or after the Assumption, Newco) agrees to issue and sell and Investor agrees to subscribe for and purchase, on the Closing Date following the Can Merger Sub Share Sale and contingent upon the completion of each element of the Transactions (as defined in the Subscription Agreement) (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, an additional [•] Ordinary Shares (or after the Assumption, Newco Common Shares, the “Additional Shares”) and [•] FEAC warrants (which shall be on terms substantially similar to the terms of the FEAC Public Warrants, the “FEAC PIPE Warrants”) or after the Assumption, warrants of Newco (which shall be on terms substantially similar to the FEAC PIPE Warrants, as adjusted for a Canadian public company, the “Newco Warrants” and, together with the Additional Shares, the “Additional Securities”), in each case on the terms and subject to the conditions set forth in the Subscription Agreement and this Agreement, resulting in an aggregate amount of [•] Ordinary Shares (or after the Assumption, Newco Common Shares) and [•] FEAC PIPE Warrants (or after the Assumption, Newco Warrants) to be issued and sold by FEAC (or after the Assumption, Newco) to Investor in consideration of the Purchase Price to be paid by Investor.
(b) References in the Subscription Agreement to “Subscribed Shares” shall be deemed to include the Additional Securities and the Subscription Agreement together with this Agreement comprises the legal and economic arrangement between the parties and shall govern the Investor’s investment in the Subscribed Shares and the Additional Securities. To the extent of any inconsistency between this Agreement and the Subscription Agreement, this Agreement shall prevail. After the Assumption, the Parties acknowledge and agree that the Investor is subscribing for and purchasing, and Newco is issuing and selling, the Subscribed Shares and the Additional Securities as a single transaction, in exchange for aggregate consideration equal to the Purchase Price.
Issuance and Subscription. Subject to the terms and conditions hereof, the Company agrees to issue to the Investor, and the Investor agrees to subscribe for 75,000,000 Shares at a subscription price of US$1.899 per share (representing the average closing sale price of the Shares during the twenty consecutive trading day period immediately preceding the date hereof) for an aggregate amount of US$142,425,000 (the “Subscription Sum”). The Shares issued by the Company and subscribed for by the Investor pursuant to this Agreement are referred to as the “Subscription Shares”.
Issuance and Subscription. (a) On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing, each Investor shall subscribe for and purchase from the Company, and the Company shall issue and sell to such Investor, such Investor’s Applicable Subscribed Shares for an aggregate subscription equal to such Investor’s Applicable Subscription Price, which for the avoidance of doubt shall in all cases represent a subscription price per Subscribed Share equal to US$0.8125 (the “Per Share Subscription Price”).
Issuance and Subscription. 1.1 Subject to the stipulations of this Contract, the Issuer promises to issue and the Initial Subscriber promises to subscribe to and to pay for on July 13, 2005 (the "SETTLEMENT DATE") 5000 Bonds, bearing interest from the Settlement Date, at a price (the "SUBSCRIPTION PRICE") equivalent to (a) 100 per cent of the total value of the Bonds, or E10,000 per bond (the "ISSUE PRICE") less (b) the commissions cited in Article 3 that may be deducted from the funds paid for the Bonds subscribed.
1.2 Subject to the stipulations of this Contract, the Guarantor promises to issue and to sign the guarantee, the terms and conditions of which are described in Appendix 2 of this Contract (the "GUARANTEE").
1.3 There will be no public subscription period, because the Initial Subscriber will have fully subscribed the Bonds on the Settlement Date. The Initial Subscriber must ensure the placement of the Bonds.
1.4 Ownership of the Bonds must be established by entry in a book-based system in accordance with Article L. 211-4 of the Monetary and Financial Code. No documents certificating Bond ownership (including the representative certificates stipulated in Article 7 of Decree No.83-359 dated May 2, 1983) may be issued to correspond to the Bonds.
1.5 Upon their issue, the Bonds must be entered in the record book of Euroclear France, which must credit the accounts of the Transfer Agents. For the purpose of this contract, Transfer Agents means any financial intermediary entitled to have accounts with Euroclear France, and includes Euroclear Bank S.A./N.V., in its capacity of operator of the Euroclear System (Euroclear) and the custodian bank Clearstream Banking, a corporation (Clearstream, Luxembourg). The Bonds may be admitted to the transactions of Euroclear France, Euroclear and Clearstream, Luxembourg. Ownership of the Bonds must be established by recording the Bonds in the books of the Transfer Agent. Ownership may not be transferred and the Bonds may only be sold or assigned by registration on these books.
Issuance and Subscription. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor severally and not jointly agrees to subscribe for and purchase, and the Company agrees to allot and issue to each Investor, the number of Series A Preferred Shares identified on Schedule 2.01 under the heading “Total Subscription Shares” (collectively, the “Subscription Shares” and, in respect of each Investor, such Investor’s “Subscription Shares”) across from such Investor’s name.
Issuance and Subscription. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing:
(a) the Company shall issue and allot to the Investor 28,412,806 Shares of the Company (the “Subscribed Shares”), free and clear of all liabilities, obligations and Encumbrances of any character whatsoever, which represent 19% of the outstanding Shares and other Equity Securities of the Company as of immediately prior to the issuance of Shares upon Closing; and
(b) the Subscribed Shares shall be issued for a consideration of US$0.195 per Share, or an aggregate price of US$5,540,497.19 for all of the Subscribed Shares. Notwithstanding anything to the contrary herein, in consideration of the issuance of Subscribed Shares to the Investor, within thirty (30) Business Days following the Closing, the Investor shall deliver and transfer (or cause to deliver and transfer) to the Company the legal title of the computer servers set forth on Exhibit A (the “Computer Servers”) free and clear of all liabilities, obligations and Encumbrances of any character whatsoever. The Company, after due and careful consideration and evaluation, hereby confirms that the aggregated value of the Computer Servers is fair and reasonable as the consideration for the Subscribed Shares and following such delivery and transfer pursuant to the foregoing sentence, the Investor shall be deemed to have satisfied any and all obligations to pay any consideration for the issuance of the Subscribed Shares. The subscription and issuance of the Subscribed Shares pursuant to this Section 2.01 is referred to as the “Subscription”.
Issuance and Subscription. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to each Investor, and each Investor agrees to purchase from the Company and subscribe for a number of Series A Shares (such Investor’s “Purchased Shares”) equal to (x) the number of outstanding Ordinary Shares as of the Closing Date immediately prior to the consummation of the Subscription and the Carlyle Loan Conversion, calculated on a Fully-Diluted basis, multiplied by (y) a ratio, the numerator of which is equal to its Purchase Price, and the denominator of which is equal to (i) RMB770,000,000 minus (ii) the RMB equivalent of US$10,000,000 calculated with the spot exchange rate between US dollars and RMB as quoted by the People’s Bank of China on the Closing Date minus (iii) the Existing Carlyle Loan Conversion Amount. Each Investor shall pay, as provided in Section 2.02, the amount set forth opposite its the name in Schedule 1.01 in exchange for its Purchased Shares.
Issuance and Subscription. Subject to the terms and conditions of this Agreement, (i) WS agrees to subscribe for and purchase from the Company and the Company agrees to allot, issue and sell to WS 9,438,220 Class B Ordinary Shares at an aggregate purchase price of US$18,054 (the “WS Purchase Price”), and (ii) CISG agrees to subscribe for and purchase from the Company and the Company agrees to allot, issue and sell to CISG 513,333,767 Class B Ordinary Shares at an aggregate purchase price of US$981,946 (the “CISG Purchase Price”). The Class B Ordinary Shares issued to WS and CISG pursuant to this Agreement shall be hereinafter referred to as the “WS Shares” and the “CISG Shares”, respectively, and collectively, the “Sale Shares”.
Issuance and Subscription. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing, the Investors shall subscribe for an aggregate number of 150,000 Preferred Shares (the “Subscribed Shares”), and the Company shall issue to each Investor, such number of Subscribed Shares set forth opposite such Investor’s name on Schedule 1 hereto, for a subscription price per Subscribed Share equal to US$1,000 and an aggregate subscription price of US$150,000,000 (such aggregate subscription price, the “Subscription Price”). The subscription and issuance of the Subscribed Shares pursuant to this Section 2.01 is referred to as the “Subscription”.
Issuance and Subscription. Subject to all the terms and conditions of ------------------------- this Agreement and in reliance on the representations and warranties hereafter set forth, at the closing described below (the "Closing"), (i) each Company and the Shareholders agree to issue the Shares and the Investor agrees to subscribe and pay a total subscription amount for the Shares of $32,703,000.00 Mex. Cy., which Shares, when issued, shall represent approximately 90% of the capital stock of Greenver and approximately 93% of the capital stock of Invernaderos, both on a fully diluted basis, and (ii) Investor agrees to issue the Investor's Shares and to cause each Company to issue 1.80% of the Shares of Invernaderos and 2.62% of the Shares of Greenver (together, the "CGH Shares"), and CGH agrees to subscribe for and pay a total subscription amount for the Investor's Share and the CGH Shares of US$4,000,000, which Investor's Shares, when issued, shall represent 25% of the capital stock of Investors.
