Sale and Issuance of Series A Preferred Shares. (a) Subject to receipt of Shareholder Approval (as defined in Section 6.1), the Company shall adopt and file with the Registrar of Corporations for the Province of Alberta on or before the Closing (as defined below) the Articles of Amendment (“Articles of Amendment”) authorizing capital stock of the Company consisting of: (i) an unlimited number of common shares, and (ii) up to 22,000,000 Series A preferred shares, each such class of shares to have the rights, preferences and privileges as set forth in the Share Provisions attached hereto as Exhibit B (the “Share Provisions”).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of Series A preferred shares of the Company set forth opposite each such Purchaser’s name on Exhibit A attached hereto at a purchase price of CDN. $1.00 per share. The Series A preferred shares issued to the Purchasers pursuant to this Agreement shall be hereinafter referred to as the “Stock” or the “Securities.”
Sale and Issuance of Series A Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to issue and sell to each Series A Investor, and each Series A Investor agrees, severally but not jointly, to subscribe for and purchase from the Company, that number of Series A Preferred Shares set out opposite such Series A Investor’s name in the second column of the table of Part B of Schedule I (with respect to such Series A Investor, its “Series A Subscription Shares”), at an aggregate purchase price in respect of each Series A Investor set out opposite such Series A Investor’s name in the third column of the table of Part B of Schedule I (with respect to such Series A Investor, its “Series A Subscription Price”).
Sale and Issuance of Series A Preferred Shares. (i) Subject to the terms and conditions of this Agreement, at the Completion, each Investor agrees to subscribe for and purchase, and the Company agrees to issue and sell to such Investor, that number of the Company’s Series A preferred shares, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles (the “Series A Preferred Shares”), indicated opposite such Investor’s name in Schedule C attached hereto, at a per share purchase price of US$0.50 for the aggregate amount of consideration set forth therein (such consideration in the aggregate, the “Series A Price”).
(ii) The purchase and sale of the Series A Preferred Shares shall take place on a date and at a location to be mutually agreed to by the parties (which time and place are designated as the “Completion”) as soon as practicable after all conditions to the Completion under Sections 5 and 6 hereof have been satisfied or waived. At the Completion:
(a) Investors A (as set forth in Schedule C) shall make payment in US$20,000,000 to the Company of the Series A Price, by (i) transfer of 100% of Registered Capital of the HANTING XINGKONG and LISHAN SENBAO, which is representing 100% shares of such companies, and (h)Payment of US$200,000 in cash to the Company, or by other payment methods mutually agreed to between the Company and the Investors;
(b) Investors B (as set forth in Schedule C) shall make payment in US$2,000,000 to the Company of the Series A Price, by transfer 100% of Registered Capital of the YIJU, which is representing 100% shares of YIJU, or by other payment methods mutually agreed to between the Company and the Investors; and
(c) The Company shall deliver to each Investor certificates representing the Series A Preferred Shares that such Investor is purchasing pursuant to Section 2.2(i) hereof. The Ordinary shares and the Series A shares to be purchased and sold pursuant to this Agreement will be collectively hereinafter referred to as the “Purchased Shares”. A Post-money Cap Table is attached to this Agreement as Schedule D.
Sale and Issuance of Series A Preferred Shares. (a) On the basis of the representations and warranties contained herein and subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 5,000,000 Series A Preferred Shares on the First Closing Date (as defined below) and an additional 5,000,000 Series A Preferred Shares on the Second Closing Date (as defined below), for the consideration specified in Section 1.1(b) and Section 1.1(c), respectively.
(b) On the First Closing Date, the Company will deliver to the Purchaser a certificate representing 5,000,000 Series A Preferred Shares (the “First Tranche”) against payment of an amount equal to $125,000,000 (calculated as the product of (i) $25.00 multiplied by (ii) 5,000,000 Series A Preferred Shares) (the “First Purchase Price”), in Federal (same day) funds by wire transfer to the account of the Company specified on Schedule 1.1(b) of the Disclosure Schedule (as defined in Section 2), at the office of Xxxxx & XxXxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxxx #5000, Chicago, IL 60601, at 10:00 a.m. central time. The closing of the First Tranche is referred to herein as the “First Closing” and the date on which all of the conditions to closing set forth in Sections 5.1 and 6.1 are waived or satisfied and the payment under this Section 1.1(b) is made to the Company is referred to herein as the “First Closing Date”.
(c) On the Second Closing Date, the Company will deliver to the Purchaser a certificate representing an additional 5,000,000 Series A Preferred Shares (the “Second Tranche”) against payment of an amount equal to $125,000,000 (calculated as the product of (i) $25.00 multiplied by (ii) 5,000,000 Series A Preferred Shares) (the “Second Purchase Price”), in Federal (same day) funds by wire transfer to the account of the Company specified on Schedule 1.1(b) of the Disclosure Schedule (as defined in Section 2), at the office of Xxxxx & XxXxxxxx LLP, 000 Xxxx Xxxxxxxx Xxxxxx #5000, Chicago, IL 60601, at 10:00 a.m. central time. The closing of the Second Tranche is referred to herein as the “Second Closing” and the date on which all of the conditions to closing set forth in Sections 5.2 and 6.2 are waived or satisfied and the payment under this Section 1.1(c) is made to the Company is referred to herein as the “Second Closing Date”.
(d) The certificate for the Series A Preferred Shares to be issued to the Purchaser on the First Closing Date shall be registered in the name of t...
Sale and Issuance of Series A Preferred Shares. Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to subscribe for and purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing, that number of Preferred Shares set forth opposite such Purchaser’s name on Schedule A hereto, for a purchase price of US$0.625 per share, amounting to an aggregate subscription price set forth opposite such Purchaser’s name on Schedule A hereto (the “Purchase Price”).
Sale and Issuance of Series A Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Series A Investor agrees to subscribe for, and the Company agrees to issue and allot to the Investor, an aggregate of 67,402 Series A Preferred Shares, par value HK$0.001 per share, each having the rights and privileges as set forth in the Memorandum and Articles (the “Series A Preferred Shares”), at a per share issue price of US$222,545 for an aggregate amount of consideration of US$15,000,000 (the “Series A Purchase Price”), to be paid in accordance with Section 2.3. Each Founder hereby waives any pre-emptive rights or rights of first refusal if any that he or she has with regard to the issuance and sale of Series A Preferred Shares pursuant to this Section 2.2 and Section 9.4.
Sale and Issuance of Series A Preferred Shares. (i) The Company shall adopt and file with the Registrar of Companies of the British Virgin Islands on or before the Closing (as defined below) the Memorandum and Articles in the form attached hereto as Exhibit A.
(ii) On or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investors of the Series A Preferred Shares and (ii) the issuance of the Conversion Shares. The Series A Preferred Shares shall have the rights, preferences, privileges and restrictions set forth in the Memorandum and Articles.
(iii) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of the Company's Series A Preferred Shares set forth opposite such Investor's name on Schedule B hereto for the purchase price set forth thereon.
(iv) The Company will use the proceeds from the sale of the Series A Preferred Shares solely in accordance with the Restructuring Plan as more particularly set forth on Schedule C.
Sale and Issuance of Series A Preferred Shares. (a) The Company shall adopt and file with the State Department of Assessments and Taxation of Maryland (the "SDAT") on or before the Closing Date (as defined below) the Declaration.
(b) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, that number of Series A Preferred Shares equal to the quotient of (i) the Aggregate Purchase Price determined pursuant to Section 1.1(c) divided by (ii) the Per Share Price determined pursuant to Section 1.1(d).
(c) The aggregate purchase price (the "Aggregate Purchase Price") for the Series A Preferred Shares issued and sold pursuant to this Agreement shall be equal to the lesser of (i) $40 million, (ii) 21% of the gross proceeds raised from the sale of common shares of beneficial interest of the Company, $.01 par value per share, in the Company's Initial Public Offering (the "IPO"), or (iii) the amount that, when divided by the Per Share Price determined pursuant to Section 1.1(d), would result in Investor owning 9.8% of the Company's voting securities on a fully-diluted, fully-converted basis.
(d) The price per Series A Preferred Share (the "Per Share Price") shall be equal to the gross issue price per Common Share in the IPO.
Sale and Issuance of Series A Preferred Shares. (a) The Company shall adopt and file with the Registrar of Companies on or before the Closing (as defined below) the Amended and Restated Memorandum of Association of the Company in the form attached hereto as Exhibit A (the “Amended Memorandum”).
(b) On or prior to the Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of its Series A Preferred Shares (the “Shares”) and (ii) the issuance of the Ordinary Shares to be issued upon conversion of the Shares (the “Conversion Shares”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Amended Memorandum.
(c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of Shares set forth opposite such Investor’s name on Schedule A hereto for US$5.5227 per share.
Sale and Issuance of Series A Preferred Shares. (a) The Company shall adopt on or before the Closing (as defined below) the Amended Articles of Association in the form of Exhibit B attached to this Agreement (the “Amended Articles”).
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Shares, £0.001 par value per share (the “Series A Preferred Shares”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of £35.5702 (U.S.$59.0359)(1) per share. The Series A Preferred Shares issued to the Purchasers pursuant to this Agreement shall be referred to in this Agreement as the “Preferred Shares.”
