Issuance and Subscription of Shares. In reliance upon the representations and warranties made herein and subject to the terms and conditions set forth herein, the Company hereby agrees to issue to the Investor, and the Investor hereby agrees to subscribe to purchase, the Shares, for a subscription price of $0.75 per share, or an aggregate subscription price of $1,800,000 (the "Subscription Price").
Issuance and Subscription of Shares. (1) Subject to the terms and conditions set forth in this Agreement, KEH agrees to issue and allot to GF, and GF agrees to subscribe for and purchase from KEH, the New Shares as specified below:
Issuance and Subscription of Shares.
(a) Subject to the terms and conditions of this Agreement, and in reliance on the Warranties, at the Closing, the Company shall issue to Hemsö, and Hemsö shall subscribe for, [37,878,787] new Shares in the Company (the New Shares).
(b) In consideration for the issuance of the New Shares by the Company to Hemsö, at the Closing, Hemsö shall pay to the Company the Total Investment Amount as a subscription price for the New Shares.
(c) By signing this Agreement the Convertible Loan Holders undertake also in relation to the other Shareholders and the Company to enter into any and all Resolution and take the actions needed for the conversion of the Convertible Loans at the Closing.
(d) Each of the Shareholders and (with respect to board resolutions) the members of the board of directors of the Company undertakes to vote in favor of the Resolutions and the Shareholders and the Company hereby irrevocably waive or procure the waiver of all or any pre-emption rights it may have pursuant to the Company's articles of association or otherwise so as to enable the issue of the New Shares and the conversion of the Convertible Loans contemplated by this Agreement to proceed free of any such pre-emption rights.
(e) Hemsö has the right to appoint the subscription and ownership of the New Shares, and the related rights and obligations under this Agreement, to its fully owned Affiliate, the Subscriber, which is a new holding company established for such purpose. Hemsö and the Subscriber hereby undertake to be fully liable for and to perform any and all contractual obligations, undertakings and actions of the each other, as if they were their own obligations, undertakings and actions, including but not limited to making the subscription for the New Shares and the payment of the Total Investment Amount. Similarly, the Subscriber receives for its benefit the rights granted to Hemsö under this Agreement (including but not limited to the Warranties). The liability of Hemsö and the Subscriber under this agreement towards the other Parties is joint and several.
Issuance and Subscription of Shares. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, Issuer agrees to issue and allot to the Subscriber, and Subscriber agrees to subscribe for and make payment for, on the Closing Date, for a payment price (haraikomi kingaku) of twenty billion Japanese yen (¥20,000,000,000) (the “Purchase Price”) payable in cash at the Closing, that number of shares of Common Stock (the “Shares”) equal to the Purchase Price divided by a price per share (the “Per Share Price”) equal to the lesser of (i) two hundred and fifty yen (¥250) per share and (ii) ninety percent (90%) of the Volume Weighted Average Price; provided, however, that in no event shall such Per Share Price be lower than two hundred yen (¥200); provided, further that the such number of Shares so issued shall be rounded up and down to the nearest investment unit.
Issuance and Subscription of Shares. (i) At each Closing Date (as defined below), against Vianet’s full fulfilment of its obligations under Section 1.3(b)(ii)(B) of this Exhibit 3.7 (JV Co 4 Related Provisions), JV Co 4 shall authorize, allot and issue to Vianet, and Vianet shall subscribe for such number of fully paid shares of JV Co 4 provided in the corresponding Capital Call Notice (each, the “Vianet Subscription Shares”), for such total subscription price provided in the corresponding Capital Call Notice (each, the “Vianet Subscription Price”).
(ii) At each Closing Date (as defined below), against WP’s full fulfilment of its obligations under Section 1.3(b)(ii)(A) of this Exhibit 3.7 (JV Co 4 Related Provisions), JV Co 4 shall authorize, allot and issue to WP, and WP shall subscribe for such number of fully paid shares of JV Co 4 provided in the corresponding Capital Call Notice (each, the “WP Subscription Shares”), for such total subscription price provided in the corresponding Capital Call Notice (each, the “WP Subscription Price”, together with the Vianet Subscription Price, each a “Shareholder’s Subscription Price”).
Issuance and Subscription of Shares. (a) Pursuant to the terms and conditions of this Agreement, the Company will issue RMB ordinary shares to the Subscriber in private placement (“this Issuance”), and the quantity of the stocks of the Company that the Subscriber will subscribe for (the “Share Subscription Quantity”) represents nineteen point ninety-nine percent (19.99%) of the total share capital of the Company immediately after this Issuance (the fractional part of the calculation result of the number of the issued shares shall be ignored). According to the total share capital of the Company as of the execution date of this Agreement and the plan for this Issuance determined by the board of directors of the Company, the Share Subscription Quantity shall be 1,861,012,043 shares. During the period from the announcement date of the board resolution regarding this Issuance (the “Pricing Benchmark Date”) to the Issuance Date, if the Company performs any rights and interests distribution, capitalization from capital public reserve, rights issue, other forms of recapitalization or it is under any other circumstance which would cause a change of the total share capital of the Company, the Company will, pursuant to the calculation formula stipulated in relevant rules of the CSRC, adjust the Share Subscription Quantity, and ensure that the Share Subscription Quantity accounts for nineteen point ninety-nine percent (19.99%) of the total share capital of the Company immediately after this Issuance (the fractional part of the calculation result of the number of the issued shares shall be ignored). The Company shall, on the date of the Effectiveness Notice, sign and deliver to the Subscriber a Share Subscription Acknowledgement Letter (in the form attached hereto as Appendix I, the “Share Subscription Acknowledgement Letter”), to notify the Subscriber of the Share Subscription Quantity.
(b) The New Shares issued by the Company in private placement pursuant to this Agreement shall be listed on the SZSE in accordance with Section 3.04(d) in this Agreement.
Issuance and Subscription of Shares. SECTION 2.01 Issuance and Subscription of Acquired TME Shares.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, TME shall issue to Spotify AB, and Spotify AB shall subscribe for, a number of duly authorized, validly issued, fully paid and non-assessable TME Shares that represents, as of the Closing, 8.91616% of the Fully Diluted share capital of TME after giving effect to such issuance and assuming the consummation of the issuance pursuant to the TME Equity Offering and the Distribution to Other Shareholders of an aggregate of 208,120,931 TME Shares, free and clear of all Liens and Permitted Liens (the “Acquired TME Shares”).
(b) In consideration for the Acquired TME Shares and any Top-Up TME Shares that may be issued in accordance with Section 2.05, at the Closing, Spotify AB shall pay, in the manner set forth in Section 2.04(c), TME an aggregate amount in cash (the “TME Shares Purchase Price”) equal to the product of (i) the total number of the Acquired TME Shares and (ii) $4.0363, representing the cash purchase price per Acquired TME Share (the “Per TME Share Price”); provided, that in no event shall the TME Shares Purchase Price exceed $1,200,000,000 provided, further, that the TME Shares Purchase Price shall not change regardless of whether any Top-Up TME Shares are issuable or issued in accordance with Section 2.05.
(c) The issuance by TME, and the subscription by Spotify AB, of the Acquired TME Shares pursuant to this Section 2.01 shall be referred to herein as the “TME Shares Issuance.”
SECTION 2.02 Issuance and Subscription of Acquired Spotify Shares.
(a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Spotify shall issue to TME Hong Kong, and TME Hong Kong shall subscribe for, a number of duly authorized, validly issued, fully paid and non-assessable Spotify Shares that represents, as of the Closing, 4.91706% of the Fully Diluted share capital of Spotify after giving effect to such issuance, free and clear of all Liens and Permitted Liens (the “Acquired Spotify Shares”).
(b) In consideration for the Acquired Spotify Shares, at the Closing, TME Hong Kong shall pay, in the manner set forth in Section 2.04(c), Spotify an aggregate amount in cash (the “Spotify Shares Purchase Price) equal to the TME Shares Purchase Price. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the purchase price per Acquired Spotify Share implied by the Spotif...
Issuance and Subscription of Shares. Subject to the terms and --------------------------------------- conditions hereof, at the Closing (as defined hereafter), the Company will issue and sell to Concurrent and Concurrent agrees to purchase from the Company the Shares at a purchase price of U.S. $5.73 per Share or a total purchase price of U.S. $7,000,000 (the "PURCHASE PRICE"). The Purchase Price shall be paid at Closing by delivery to the Company of (i) a number of shares of Concurrent Common Stock (the "CONCURRENT SHARES"), having an aggregate value at Closing equal to U.S. $3,000,000 (or such amount in excess of U.S. $3,000,000 as shall represent the aggregate value of that number of whole shares of Concurrent Common Stock having an aggregate value at Closing that approximately equals (but is not less than) U.S. $3,000,000), and (ii) cash in U.S. dollars in an amount equal to the difference between (x) the Purchase Price and (y) the aggregate value of the Concurrent Shares delivered at Closing. For purposes of this Agreement, each Concurrent Share shall be deemed to have a value at Closing equal to the average of the closing prices of a share of Concurrent Common Stock for the twenty (20) consecutive trading days ending on the fifth (5th) trading day immediately prior to the Closing.
Issuance and Subscription of Shares. Gameon shall issue four hundred (400) shares of its common stock (the “Shares”) in the way of allotment of shares to the third party in accordance with guideline for the issuance of new shares as attached hereto as Exhibit 1 and Webzen shall subscribe for the Shares for JPY 48,000,000 (JPY 120,000 per share).
Issuance and Subscription of Shares
