Issuance of Subscription Shares. Subject to the terms and conditions of this Agreement, each of the Investors hereby agrees to subscribe at the Closing and the Company hereby agrees to allot and issue to each of the Investors at the Closing, such number of Series B Preferred Shares as set forth opposite the name of such Investor in Schedule II (the “Subscription Shares”) at the per share price of US$ 734.37. The purchase price payable by each Investor (the “Subscription Price”) is as set forth opposite the name of such Investor in Schedule II. The Subscription Shares, when issued at the Closing, will comprise such percentage of the Company’s allotted and issued share capital on a fully-diluted and as converted basis as set forth opposite the name of each Investor in Schedule II. Schedule V sets forth the capitalization table of the Company immediately before the Closing, and Schedule VI sets forth the capitalization table of the Company immediately after the Closing.
Issuance of Subscription Shares. (a) The Issuer has and will comply with the Listing Rules, the Takeovers Code and the Constitution so far as the issue of the Subscription Shares is concerned.
(b) The Subscription Shares (when issued) will be duly and validly issued, fully-paid and rank pari passu with, and carry the same rights in all respects as, the other Shares then in issue and shall be entitled to all dividends and other distributions declared, paid or made thereon.
(c) The Subscription Shares (when issued) will be free and clear of all Encumbrances, not be subject to calls for further payment, any pre-emptive or similar rights or claims of third parties and there will be no restrictions on transfers of the Subscription Shares other than as set out in the Constitution.
(d) Other than as set out in the Constitution, there are no restrictions applicable to the Shares generally upon the voting or transfer of any of the Shares pursuant to the Constitution or pursuant to any agreement or other instrument to which the Issuer or any other member of the Group is a party or by which the Issuer or any other member of the Group is bound.
Issuance of Subscription Shares. The Company shall issue the Subscription Shares to Subscriber.
Issuance of Subscription Shares. The Subscription Shares, when issued, delivered and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable and free of any lien or encumbrance. The Articles of Association and the laws and regulations of any jurisdiction that may apply to any holder of shares in the Company, the Subscription Shares are not subject to any restrictions on transfer.
Issuance of Subscription Shares. Subject to the terms and conditions of this Agreement, each of the Investors hereby agrees to subscribe at the Closing and the Company hereby agrees to allot and issue to each of the Investors at the Closing, such number of Series A Preferred Shares as set forth opposite the name of such Investor (the “Subscription Shares”) at the per share price of US$367.183. The price of purchase payable by an Investor (the “Subscription Price”) is as set forth opposite the name of such Investor in Schedule II. The Subscription Shares, when issued at the Closing, will comprise such percentage of the Company’s allotted and issued share capital on a fully-diluted and as converted basis as set forth opposite the name of each Investor. Schedule V sets forth the capitalization table of the Company immediately before the Closing, and Schedule VI sets forth the capitalization table of the Company immediately after the Closing.
Issuance of Subscription Shares. Subject to the terms of this Agreement including satisfaction or waiver of the conditions set forth in Section 2.1, (a) Investor hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to Investor, the Investor Shares, free and clear of all liens, claims and encumbrances, (b) Philips hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to Philips, the Philips Shares, in each case free and clear of all liens, claims and encumbrances and (c) the Management Trust hereby irrevocably agrees to subscribe for, and the Company hereby agrees to issue and deliver to the Management Trust, the Management Trust Shares, free and clear of all liens, claims and encumbrances and (d) Investor hereby irrevocably agrees to subscribe for, and the Management Trust hereby agrees to issue and deliver to Investor, the Depositary Receipts on the terms and conditions set out in the Management Trust’s conditions of administration. The terms and conditions of each class of Subscription Shares are set forth in the Articles of Association.
Issuance of Subscription Shares. On the terms and conditions set forth herein, each Investor is subscribing for and offering to purchase or exchange for, as applicable, the number of validly issued, fully paid and nonassessable shares of par value US$0.01 per share (“Shares”) of the Company set forth opposite the name of such Investor on Schedule I hereto under the heading “Shares,” for an amount in U.S. dollars set forth opposite the name of such Investor in Schedule I hereto under the heading “Purchase Consideration” (the “Purchase Consideration”). Each Investor agrees to pay to Company upon execution of this Agreement, by wire transfer in immediately available funds, the Purchase Consideration pursuant to instructions given by the Company in writing to such Investor at least three (3) Business Days prior to the date hereof. The Purchase Consideration shall be used by the Company to, directly or indirectly, pay the Purchase Shares Purchase Price and the costs and expenses in connection with the purchase of the Purchased Shares. The Shares shall be issued and allotted to each Investor as set forth opposite the name of such Investor on Schedule I hereto by the Company, credited as fully paid, on the date hereof following the payment of the Purchase Consideration by such Investor.
Issuance of Subscription Shares. The issuance of the Subscription Shares has been, or by the time of the Closing or Subsequent Subscription Date (as applicable), will be, duly authorized, and upon issuance in accordance with the terms of the Transaction Documents will be validly issued, fully paid and non-assessable, and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof.
Issuance of Subscription Shares. (a) Initial Closing. On the terms and conditions set forth herein, each Investor is subscribing for and offering to subscribe for, as applicable, the numbers of validly issued, fully paid and nonassessable shares (“Initial Shares”) of the Company set forth opposite the name of such Investor on Schedule I hereto under the headings “Class A Ordinary Shares” and “Class B Ordinary Shares,” for an amount set forth opposite the name of such Investor on Schedule I hereto under the heading “Total Purchase Consideration” (the “Initial Purchase Consideration”). Each Investor agrees to pay to Company the Initial Purchase Consideration at the Initial Closing, by wire transfer in immediately available funds, pursuant to instructions given by the Company in writing to such Investor at least three (3) Business Days prior to the Initial Closing. The Initial Purchase Consideration shall be used by the Company to, directly or indirectly, pay a portion of the purchase price and the costs and expenses in connection with the purchase of the Purchased Securities under the SouFun Subscription Agreement. The Initial Shares shall be issued and allotted to each Investor as set forth opposite the name of such Investor on Schedule I hereto by the Company, credited as fully paid, on the date hereof following the payment of the Initial Purchase Consideration by such Investor. The consummation of the subscription and issuance of the Initial Shares between the Company and the Investors is referred to as the “Initial Closing”, and the date of the Initial Closing is referred to as the “Initial Closing Date”.
Issuance of Subscription Shares. SUBSCRIPTION CLOSING 1
