Issuance of Class A Ordinary Shares Sample Clauses

Issuance of Class A Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A ordinary shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.
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Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the Amended and Restated Memorandum and Articles of Association, which would include the rounding down of any entitlement to receive Class A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.
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Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of the Exchange Event, the Rights Agent shall issue to the holder of such Eagle Share Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such holder a book-entry position for such shares. No additional consideration shall be paid by a holder of Eagle Share Rights in order to receive his, her or its Class A Ordinary Shares upon an Exchange Event. In an Exchange Event where the Company is not the surviving entity, each holder of an Eagle Share Right must affirmatively convert its Eagle Share Right in order to receive one twentieth (1/20) of one Class A Ordinary Share upon consummation of the Exchange Event, unless such requirement is otherwise waived by the Company. In no event will the Company be required to net cash settle the Eagle Share Rights or issue fractional Class A Ordinary Shares. At the time of the Exchange Event, the Company will instruct the Rights Agent to round down to the nearest whole Class A Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law and the Articles.
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Issuance of Class A Ordinary Shares. 3.4.1 In addition to the Onshore Settlement Amount specified in Section 3.2 and subject to SDL’s fulfilment of its obligations in Section 5.5 below, SDL shall be entitled to the issuance of the Class A Ordinary Shares as provided in this Section 3.4. As soon as practicable but no later than June 19, 2020 (such share issuance date, the “Initial Share Issue Date”), The9 shall issue 32,400,000 Class A ordinary shares of The9 Limited to SDL, representing an aggregate value of the Share Value at a per Class A ordinary share price calculated based on a price of USD 0.70 per ADS. For the avoidance of doubt, as of the date hereof, each ADS represents three (3) Class A ordinary shares, par value USD 0.01 per share (the “Class A Ordinary Shares”), of the Company. 3.4.2 As soon as practicable but no later than the Initial Share Issue Date, the Company shall issue three share certificates, each representing 10,800,000 Class A Ordinary Shares, to SDL (the “Share Certificates”). The entries on the Register of Members of the Company and each Share Certificate shall be endorsed with the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: IN THE ABSENCE OF (I) (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (II) SATISFACTION OF THE CONDITIONS WITH RESPECT TO LOCK-UP SET FORTH IN SECTION [●] IN THE [●] DATED [●] ENTERED INTO BY AND BETWEEN [THE9 LIMITED, SPLENDID DAYS LIMITED AND OTHER PARTIES NAMED THEREIN]. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. The Company hereby agrees and covenants that the Company shall instruct its share registrar to remove such restrictive legend from the Register of Members and issue new share certificate(s) with such restrictive legend removed immediately upon the satisfaction of the underlying conditions mentioned therein.
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Issuance of Class A Ordinary Shares. 5.1 IT IS NOTED, the Board desires to hold a meeting of the shareholders of the Company for the purpose of approving the issuance of Class A Ordinary Shares to Lincoln Park as contemplated by the Transaction Documents (the “Shareholders’ Meeting”); 5.2 IT IS NOTED, the Board desires to recommend that the shareholders of the Company approve the issuance of Class A Ordinary Shares to Lincoln Park as contemplated by the Transaction Documents; 5.3 IT IS RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, $562,000 of Class A Ordinary Shares as Commitment Shares on the date of closing (“Closing”) of our contemplated business combination with Xxxxxx Computing, Inc. in accordance with Section 5(e)(i) of the Purchase Agreement and that upon issuance, such Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof;
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Issuance of Class A Ordinary Shares. Innovo Consultancy shall be issued 3,000,000 Class A Ordinary Shares.
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Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of the Exchange Event, the Rights Agent shall issue to the holder of such Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it and issue to such holder a book-entry position for such shares. No additional consideration shall be paid by a holder of Rights in order to receive his, her or its Class A Ordinary Shares upon an Exchange Event. In an Exchange Event where the Company is not the surviving entity, each holder of a Right must affirmatively convert its Right in order to receive one tenth (1/10) of one Class A Ordinary Share upon consummation of the Exchange Event, unless such requirement is otherwise waived by the Company. In no event will the Company be required to net cash settle the Rights or issue fractional Class A Ordinary Shares. At the time of the Exchange Event, the Company will instruct the Rights Agent to round down to the nearest whole Class A Ordinary Share or otherwise inform it how fractional shares will be addressed in accordance with Cayman Islands law and the Articles.
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Related to Issuance of Class A Ordinary Shares

  • Issuance of Common Stock FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 872,727 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 218,182 shares of Common Stock as Additional Commitment Shares under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall reserve 218,182 shares of Common Stock for issuance as Additional Commitment Shares under the Purchase Agreement; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 34,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

  • Issuance of Commitment Shares Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long as the Investor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.

  • Exchangeable for Multiple Warrants This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

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