Issue of Subscription Shares. Subject to the Company complying with its obligations of payments, following the receipt by Black Cat of the Subscription Price in cleared funds, Black Cat must immediately:
(a) allot and issue the Subscription Shares to the Company;
(b) enter the Company in Black Cat's register of members as the holder of the Subscription Shares;
(c) send a holding statement in respect of the Subscription Shares to the Company in accordance with the applicable laws;
(d) apply to ASX for official quotation of the Subscription Shares in the same class and on the same terms as all other Shares quoted on ASX on the Subscription Date; and
(e) lodge with ASX a notice in accordance with section 708A(5)(e) of the Corporations Act, or if Black Cat is unable to comply with the requirements of section 708A(5) of the Corporations Act for any reason, the Company shall, at its own expense, do everything necessary to ensure the Subscription Shares so allotted are able to be freely traded on ASX in compliance with the requirements of the ASX Listing Rules and the Corporations Act, including, if considered necessary by the Investor, lodging a disclosure document with ASIC in accordance with Chapter 6D of the Corporations Act.
Issue of Subscription Shares. 2.1 The Acquirer in consideration for the Subscription Amount and the Identified Holder agreeing to its obligations outlined in Clause 7, agrees to issue the Subscription Shares to the Identified Holder and the Identified Holder relying on the Acquirer Warranties agrees to invest the Subscription Amount to subscribe to the Subscription Shares, free and clear of all Encumbrances, and together with all rights, title, interest and benefits appertaining thereto, in accordance with the terms of this Agreement.
2.2 The obligation of the Identified Holder to subscribe to the Subscription Shares shall be subject to the Acquirer Warranties being true and correct as of the Execution Date and Closing Date with the same effect as though made at that time.
2.3 The obligation of the Acquirer to issue the Subscription Shares to the Identified Holder, shall be subject to the IH Warranties and OH Warranties being true and correct in all respects on the Execution Date and shall be true and correct as on the Closing Date with the same effect as though made at that time. The allotment of Subscription Shares shall be deemed to be completed on the completion of the following actions (“Closing”):
2.3.1 The Identified Holder shall remit the Subscription Amount towards the Subscription Shares, to such designated bank account of the Acquirer as set out against its name under Part D of SCHEDULE 1 (the “Acquirer Designated Bank Account”);
2.3.2 The Acquirer shall issue the Subscription Shares in favour of the Identified Holder, pass necessary corporate resolutions and take such necessary actions as may be required under Applicable Law, and deliver to the Identified Holder unit certificates representing the Subscription Shares.
2.4 The Acquirer shall provide the Option Holder with true extracts, duly certified by its director, of the corporate resolutions authorising allotment of the Subscription Shares in favour of the Identified Holder.
2.5 Closing shall occur no later than May 14, 2021 or such extended period as the Parties may mutually agree upon in writing (“Long Stop Date”).
2.6 Upon completion of the actions listed in Clause 2, neither will the Identified Holder or the Acquirer have any action, claim or recourse under law or any contract against each other with respect to the issuance of the Subscription Shares (including in relation to the Subscription Amount paid), otherwise than for reason of material breach of the Acquirer Warranties and/or IH Warranties (as the case may be...
Issue of Subscription Shares. The Company shall allot and issue, and the Subscriber shall, in reliance on the Company’s Warranties given herein, subscribe for the Subscription Shares at the Subscription Price.
Issue of Subscription Shares. 2.1 Subject to the terms and conditions contained in this Agreement, the Company shall allot and issue to the Subscriber, and the Subscriber shall, in reliance upon the representations, warranties and undertakings given by the Company herein, subscribe for, the Subscription Shares at the Subscription Price free from any Encumbrances and together with all rights and benefits attached to such Subscription Shares after the Completion Date pursuant to the terms of this Agreement. All Subscription Shares will be treated as fully paid shares when issued, subject to the terms of this Agreement and shall rank pari passu in all respects with the issued Shares as at the Completion Date.
2.2 Immediately after the Completion, the shareholding structure of the Company shall be as follows:- Subscriber [ ] [ ]% Other shareholders [ ] [ ]%
Issue of Subscription Shares. The Company shall issue the Subscription Shares in accordance with:
(i) all applicable laws; and
(ii) the Company’s Constitution.
Issue of Subscription Shares. The Investor shall not be obliged to complete the subscription of any of the Subscription Shares unless the subscription of all of the Subscription Shares is completed simultaneously.
Issue of Subscription Shares. Subject to the Investor (or its nominee(s)) complying with its obligations under clause 2.2, following the receipt by the Company of the Subscription Price in cleared funds for each relevant Tranche, the Company must immediately:
(a) allot and issue the Subscription Shares to the Investor (or its nominee(s));
(b) enter the Investor (or its nominee(s)) in the Company’s register of members as the holder of the Subscription Shares;
(c) within two (2) Business Days of the receipt by the Company of the Subscription Price in cleared funds:
(i) send holding statements in respect of the Subscription Shares to the Investor (or its nominee(s)) in accordance with Applicable Law;
(i) apply to ASX for official quotation of the Subscription Shares in the same class and on the same terms as all other Shares quoted on ASX on the relevant Subscription Date; and
(ii) take all other steps necessary to give effect to the allotment of the Subscription Shares to the Investor (or its nominee(s)) in accordance with Applicable Law;
(d) following the receipt by the Company of the Subscription Price in cleared funds and issue of the Subscription Shares, the Company shall lodge with ASX a notice in accordance with section 708A(5) (e) of the Corporations Act; and
(e) if the Company is unable to comply with the requirements of section 708A(5) of the Corporations Act for any reason, the Company shall, at its own expense, do everything necessary to ensure the Subscription Shares so allotted are able to be freely traded on ASX in compliance with the requirements of the ASX Listing Rules and the Corporations Act, including, if considered necessary by the Investor, lodging a disclosure document with ASIC in accordance with Chapter 6D of the Corporations Act.
Issue of Subscription Shares it has full power and authority and has obtained all third party consents necessary to allot and issue the Subscription Shares to the Investor in accordance with Applicable Law;
Issue of Subscription Shares. Subject to the terms of this Agreement, the Company must, on the day the Subscription Price is received in accordance with clause 2.5, allot and issue to the Investor the Subscription Shares.
Issue of Subscription Shares. Subject to the receipt of the requisite payment from the Investor under clause 3.2 and any application for Shares required under clause 4(c), at each Completion the Company must:
(a) issue the relevant Subscription Shares to the Investor;
(b) issue a notice in accordance with sections 708A(5) and (6) of the Corporations Act to ASX in respect of the relevant Subscription Shares;
(c) apply to ASX for quotation of the relevant Subscription Shares; and
(d) arrange for the despatch of a holding statement in respect of the relevant Subscription Shares.
