Purchase of Ordinary Shares. Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:
Purchase of Ordinary Shares. (a) Each Purchase Contract shall, unless a Termination Event, an Early Settlement or a Merger Early Settlement shall have occurred prior to the Stock Purchase Date, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $25 (the "Purchase Price"), a number of validly issued, fully paid and non-assessable newly issued Ordinary Shares equal to the Settlement Rate or, if we have fixed the Settlement Rate pursuant to Section 5.1(f), the Fixed Accounting Event Settlement Rate. The "Settlement Rate" is equal to,
(i) if the Applicable Market Value (as defined below) is equal to or greater than $80.60 (the "Threshold Appreciation Price"), 0.3102 Ordinary Shares per Purchase Contract (the "Minimum Settlement Rate"),
(ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $65.00 (the "Reference Price"), the number of Ordinary Shares per Purchase Contract equal to the Purchase Price divided by the Applicable Market Value, and
(iii) if the Applicable Market Value is equal to or less than the Reference Price, 0.3846 Ordinary Shares per Purchase Contract (the "Maximum Settlement Rate"), in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share).
(b) No fractional Ordinary Shares will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.
Purchase of Ordinary Shares. Prior to the Effective Time, neither the Company, its Subsidiaries nor any of their directors, officers, employees or affiliates shall, directly or indirectly, purchase, otherwise acquire, sell or otherwise dispose of any Ordinary Shares or any other security convertible or exchangeable into or exercisable for Ordinary Shares or take any other action, except as expressly set forth in this Agreement, that could reasonably be expected to have any influence on the price of the Ordinary Shares. The Company shall promptly notify Parent of, to the extent that the Company has actual knowledge thereof, any action on the part of any third party to influence the price of the Ordinary Shares or the intention of any third party to influence the price of the Ordinary Shares.
Purchase of Ordinary Shares. Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued Ordinary Shares equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "
Purchase of Ordinary Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyers, and the Buyers agree to purchase from the Company on the Closing Date (as defined below), _________ Ordinary Shares.
Purchase of Ordinary Shares. Elite or its affiliates shall purchase by no later thanthe Closing Date, 500,000 shares of the Buyer’s Series A ordinary shares from public stockholders.
Purchase of Ordinary Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below and the provisions of Sections 1(b) and (c), the Selling Shareholders shall sell to the Buyers, and the Buyers agree to purchase from the Selling Shareholders, a number of shares equal to $63,000,000 divided by the higher of the Per Share Cash Purchase Price and the HSR Per Share Statutory Value and in the proportions as will be set forth opposite each Selling Shareholder’s name on the Schedule of Selling Shareholders attached as Schedule 1 (rounded to the nearest Share) which shall be agreed by the parties immediately following the completion of the calculations provided for in this Section 1(a) prior to Closing. The purchase price per share (the “Per Share Cash Purchase Price”) of the Shares at the Closing (as defined below) shall be $2.35. The “HSR Per Share Statutory Value” is the lowest daily closing bid price on the New York Stock Exchange for the Company’s American Depositary Shares (“ADSs”) divided by eight (8) within the forty-five (45) or fewer calendar days from the Closing Date (as defined below), but in no event to a date prior to May 30, 2008 (as initially determined on the close of trading on the second Trading Day prior to the Closing
Purchase of Ordinary Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, SALIC shall issue and sell to Purchaser and Purchaser shall purchase from SALIC, the Purchaser Shares in exchange for the consideration set forth in Section 2.2(b).
(b) The purchase price to be paid or made available by Purchaser to SALIC at the Closing as consideration for the Purchaser Shares shall be: (i) cash equal to ten million dollars ($10,000,000) (the “Closing Cash Payment”); (ii) Deposit Escrow Amount; (iii) the Recapitalization Funding Payment; and (iv) all Cure Amounts (collectively with the Closing Cash Payment, the Deposit Escrow Amount and the Recapitalization Funding Payment, the “Purchase Price”), provided, however, that the amount contributed by Purchaser for payment of the Cure Amounts shall not exceed $100,000 and the Recapitalization Funding Payment shall be used by Reorganized SALIC and Reorganized SHI on behalf of Purchaser to pay any amounts required to be paid by Purchaser pursuant to this Agreement in respect of the Cure Amounts in excess of $100,000.
Purchase of Ordinary Shares. Subject to the terms and conditions set forth in this Agreement, the Company has the right, but not the obligation, to allot and issue to the Investor, in the Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:
Purchase of Ordinary Shares. For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby sells and issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company is delivering to the Subscriber a certificate registered in the Subscriber’s name representing the Shares (the “Original Certificate”), receipt of which the Subscriber hereby acknowledges.
