Issue and Subscription relating to issue of LG Securities: Subject to clause 15.4, on each date on which a Subscriber issues LG Securities to the Issuer under the Multi-issuer Deed:
Issue and Subscription. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Holdings agrees to issue to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to subscribe for the number of Firm Shares set forth opposite its name in Schedule A attached hereto at a subscription price of $14.475 per share. Holdings is advised by you that the Underwriters intend (i) to make a public offering of the Shares as soon as advisable after the effective date of the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In the event and to the extent that the Underwriters shall exercise the election to subscribe for Option Shares as provided below, Holdings agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to subscribe for, at the subscription price per share set forth in this clause (a) (provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares), that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to subscribe for as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to subscribe for hereunder.
Issue and Subscription. At the Applicable Closing (as defined below) and subject to the terms and conditions hereof, the Company agrees to issue and allot to the Purchaser, and the Purchaser agrees to subscribe for, and accept from the Company, the number of Shares in two tranches as set out in Exhibit A at a purchase price per Share as set out or determined in accordance with the notes in Exhibit A (“Tranche 1” and “Tranche 2” respectively, and each a “Tranche”). The aggregate purchase price for each Tranche will be equal to the number of Shares which the Purchaser has agreed to subscribe for under this Agreement as part of that Tranche multiplied by the purchase price per Share determined in accordance with Exhibit A (“Purchase Price”). The parties acknowledge and agree that the Purchaser shall not be entitled to, and any reference to the Shares shall not include, any dividend or other distribution declared or paid on the ordinary shares in the share capital of the Company prior to the Tranche 1 Closing in respect of the Shares to be issued in accordance with this Agreement as part of Tranche 1 (“Tranche 1 Shares”), or prior to the Tranche 2 Closing in respect of the Shares to be issued in accordance with this Agreement as part of Tranche 2 (“Tranche 2 Shares”).
Issue and Subscription. 2.1 The Bonds shall be issued, in four Tranches, by the Issuer in registered form exclusively reserved to the Subscriber, for a maximum nominal amount of ten million Euros (EUR 10,000,000), with a par value of one Euro (EUR 1.00) per Bond as decided by the Issuer’s chief executive officer (directeur general) in accordance with article L.228-40 of the French commercial Code (Code de commerce) and article L. 411-2 II 2 of the French Monetary and Financial Code (Code monétaire et financier). The Bonds will confer rights to the Subscriber and any subsequent Bondholder as from their subscription.
Issue and Subscription. Geospatial shall have issued and delivered to Delta, at no cost to Delta, and Delta agrees to receive, in consideration for Delta, on behalf of itself and its wholly owned subsidiary Reduct, effectively releasing each Party under Section 2(a) of this Agreement, within 30 days after Geospatial closes, and receives, and provided that such receipt occurs on or before 31 July, 2013, a minimum of $2.0 million in cash from, the offer and sale of its Series B Convertible Preferred Stock (the “Capital Raise”), (i) nine million (9,000,000) shares of common stock, par value $.001 per share, of Geospatial (“Common Stock”), and (ii) warrants to purchase three million (3,000,000) shares of Common Stock at an exercise price of $0.50 per share, exercisable until December 31, 2015 (the “Delta Warrants”), following which Geospatial shall have not more than 158,000,000 Common Stock Equivalents Outstanding (as defined in Section 3(b) below). Attached hereto as Schedule 3(a) is a Pro Forma Table showing Common Stock Equivalents Outstanding as of the date of this Agreement, plus the shares of Common Stock and the Delta Warrants to be issued pursuant to this Section 3(a) and shares anticipated to be issued in the Capital Raise.
Issue and Subscription. 3.1 Undertaking to Issue With effect from the date of this Agreement, the Issuer undertakes to the Debentureholder that, subject to and in accordance with the terms and conditions of this Agreement, the Issuer will (i) issue Debentures in the principal amount specified opposite the Debentureholder’s name in Schedule 1 (Subscription Allocation) on the Closing Date, in accordance with the provisions of this Agreement, and (ii) execute the Debenture Certificate in respect of the Debentureholder and such other documents necessary for the issuance of the Debentures and the consummation of the transaction contemplated by this Agreement.
Issue and Subscription. 2.1 On the terms and subject to the conditions of this Agreement, the Issuer agrees to issue the Debenture to the Purchaser and the Purchaser agrees to subscribe and pay for the aggregate principal amount of the Debenture on, in each case, the Closing Date at the Issue Price.
Issue and Subscription. Article 1.
Issue and Subscription. BidCo agrees to issue and allot the BidCo Shares to T2 Trust and T2 Trust agrees to subscribe for the BidCo Shares in satisfaction of the Consideration, on the terms and conditions of this agreement.
Issue and Subscription. 3.1. The Existing Shareholders, jointly constituting the general meeting of sharehold- ers of the Company, hereby resolve to:
