Issue and Subscription Sample Clauses

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: (a) the Issuer shall issue to the Subscriber Borrower Notes in an aggregate Principal Amount (rounded to the nearest dollar, with $0.50 being rounded up) equal to the BN Percentage on that date of the LG Issue Price of the related LG Securities; and (b) the Subscriber shall subscribe for those Borrower Notes and pay to the Issuer the Issue Price for those Borrower Notes.

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. (b) Holdings hereby grants to the Underwriters the right to, at their election, subscribe for up to 2,500,000 Option Shares, at the subscription price per share set forth in clause (a) above, for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares, 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. Any such election to subscribe for Option Shares may be exercised only by written notice fr...

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. 2.2 Tranche A Subscriber will subscribe to a first tranche (the “Tranche A”) of (i) two millions fifty-seven thousand five hundred twenty-three (2,057,523) Bonds and (ii) four hundred forty-two thousand four hundred seventy-seven (442,477) Bonds with Warrants attached, in one single drawdown, subject to the deliveries set forth in Article 3 of the Venture Loan Agreement, pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. Warrants, having the characteristics described in Appendix 2.2 (b), shall be attached to the Tranche A. Upon issuance, the Warrants shall be detached from the Tranche A Bonds. 2.3 Tranche B Subscriber will have the possibility, at Issuer’s request, to subscribe to a second tranche (the “Tranche B”) of two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.4 Tranche C Subscriber will have the possibility, at Issuer’s request, to subscribe to a third tranche (the “Tranche C”) of two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.5 Tranche D Subscriber will have the possibility, at Issuer’s request, to subscribe a fourth tranche (the “Tranche D”) to two million five hundred thousand (2,500,000) Bonds in one single drawdown of EUR 2,500,000, subject to the conditions precedent set forth in Article 4 of the Venture Loan Agreement pursuant to a Drawdown Notice in accordance with the template attached as Appendix 2.2 (a) hereto. 2.6 In the event one or several ...

Issue and Subscription. 4.1 Issue and subscription relating to issue of LG Securities: Subject to clause 15.4,15.4, on each date on which a Subscriber issues LG Securities to the Issuer under the Multi- Issuerissuer Deed: (a) the Issuer shall issue to the Subscriber Borrower Notes in an aggregate Principal Amount (rounded to the nearest dollar, with $0.50 being rounded up) equal to 1.6 percentthe BN Percentage on that date of the aggregate LG Issue Price of the related LG Securities; and (b) the Subscriber shall subscribe for those Borrower Notes and pay to the Issuer the Issue Price for those Borrower Notes.

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 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. 2.2 The Guarantor, pursuant to the terms of the Guarantee, agrees to guarantee all payments in respect of the Debenture and, pursuant to the terms of the Deed Poll, to procure the fulfilment of the conversion rights and share exchange rights in respect of the Debenture and the Preference Shares, subject to, and in accordance with, the Articles of the Issuer, and to guarantee all payments in respect of the Preference Shares.

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. 3.2 Undertaking to Subscribe With effect from the date of this Agreement, the Debentureholder undertakes to the Issuer that, subject to and in accordance with the terms and conditions of this Agreement, it will subscribe for Debentures in the principal amount specified opposite the Debentureholder’s name in Schedule 1 (Subscription Allocation), on the Closing Date at the Issue Price (net of the amounts referred to at 4.1(a)(vii)).

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. Subject to the Terms and Conditions and effective as of April 7, 2003 (the "Effective Date"), the Company hereby issues and the Subscriber hereby subscribes to a first tranch of the Series A Preference Shares, being 4,800,000 (four million eight hundred thousand) of the Company's Series A preference shares of a par value of Euro 2.25 per share at the issue price and with a liquidation preference per share of U.S. $ 250.00, allocated to and subscribed to by each such Subscriber in the manner set forth in Annex B hereto.

Issue and Subscription. Subject to the terms and conditions hereof, the Issuer agrees to issue the Notes on 29 November 2024 or such later date as the Issuer and the Managers may agree in writing (the "Closing Date") and each Manager severally but not jointly agrees with the Issuer to subscribe, on the firm commitment basis, for the principal amount of the Notes set out in the column "Subscription Commitment" in the row corresponding to such Manager of its commitment set out below on the Closing Date in accordance with the terms of clause 3 (Closing): YUANTA AUD 10,000,000 KGI AUD 14,000,000 TOTAL AUD 24,000,000 The Notes will be issued at a price (the "Issue Price") equal to 100 per cent. of their principal amount. The Notes were priced on 14 November 2024.