SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 8 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing. 8 Section 2.02 Sale and Issuance of the Subscription Securities at Second Closing 9 Section 2.03 First Closing 9 Section 2.04 Second Closing 9 Section 2.05 Actions at the Closings. 10 Section 2.06 Restrictive Legend 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 12 Section 3.01 Accuracy of Disclosure 12 Section 3.02 Existence and Qualification 13 Section 3.03 Capitalization; Issuance of Subscription Securities 13 Section 3.04 Capacity, Authorization and Enforceability 15 Section 3.05 Non-Contravention 15 Section 3.06 Consents and Approvals 15 Section 3.07 Financial Statements 16 Section 3.08 Absence Of Certain Changes 17 Section 3.09 Litigation 17 Section 3.10 Compliance With Laws 18 Section 3.11 No Securities Act Registration 18 Section 3.12 Tax 19 Section 3.13 No Brokers 20 Section 3.14 Intellectual Property 20 i Section 3.15 Title to Property 20 Section 3.16 Labor Relations 21 Section 3.17 Transactions with Affiliates and Employees 21 Section 3.18 Investment Company 21 Section 3.19 Registration Rights 21 Section 3.20 Listing and Maintenance Requirements 22 Section 3.21 Disclosure 22 Section 3.22 No Integrated Offering 22 Section 3.23 Solvency 22 Section 3.24 Foreign Corrupt Practices 22 Section 3.25 Office of Foreign Assets Control 23 Section 3.26 Money Laundering 23 Section 3.27 Data Privacy 23 Section 3.28 Acknowledgement Regarding Investor’s Purchase of Subscription Securities 23 Section 3.29 Acknowledgement Regarding Investor’s Trading Activity 24 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTORS 24 Section 4.01 Existence 24 Section 4.02 Capacity 24 Section 4.03 Authorization And Enforceability 24 Section 4.04 Non-Contravention 25 Section 4.05 Consents and Approvals 25 Section 4.06 Securities Law Matters 25 Section 4.07 Investment Experience 25 Section 4.08 Availability of Funds 26 Section 4.09 No Additional Representations; Non-reliance 26 ARTICLE V COVENANTS 26 Section 5.01 Furnishing of Information 26 Section 5.02 Reservation of Shares 26 Section 5.03 Most Favored Investor 26 Section 5.04 Form 20-F Filing 26 ARTICLE VI ADDITIONAL AGREEMENTS 27 Section 6.01 Efforts; Further Assurances 27 Section 6.02 Antitrust Filing 27 Section 6.03 Public Announcements 27 Section 6.04 Survival 28 Section 6.05 Integration 28 Section 6.06 Shareholder Rights Plan 28 Section 6.07 Use of Proceeds 29 Section 6.08 Listing of Ordinary Shares 29 S...
SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 9 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing. 9
SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. 8 Section 2.01 Sale and Issuance of the Subscription Securities at First Closing 8 Section 2.02 Sale and Issuance of the Subscription Securities at Second Closing 9 Section 2.03 First Closing 9 Section 2.04 Second Closing 9 Section 2.05 Actions at the Closings 10 Section 2.06 Restrictive Legend 11 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 11 Section 3.01 Accuracy of Disclosure 11 Section 3.02 Existence and Qualification 12 Section 3.03 Capitalization; Issuance of Subscription Securities 13 Section 3.04 Capacity, Authorization and Enforceability 15 Section 3.05 Non-Contravention 15 Section 3.06 Consents and Approvals 15 Section 3.07 Financial Statements 16 Section 3.08 Absence Of Certain Changes 17 Section 3.09 Litigation 17 Section 3.10 Compliance With Laws 18 Section 3.11 No Securities Act Registration 18 Section 3.12 Tax 18 Section 3.13 No Brokers 20 Section 3.14 Intellectual Property 20
SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES. Section 2.01Sale and Issuance of the Subscription Securities at First Closing. On the terms and subject to the conditions contained in this Agreement, at the First Closing (as defined below), the Company agrees to issue and sell to each Investor, and each Investor agrees, severally but not jointly, to subscribe for and purchase that certain number of Senior Preferred Shares for that certain Purchase Price set forth opposite such Investor’s name in Part A of SCHEDULE I in the aggregate amount of $100,000,000 for both Investors, corresponding to an issue price of $0.3433 per Senior Preferred Share (the “Stated Value”) (subject to adjustments for any stock splits, combinations, stock dividends, recapitalizations or the like); and the Company shall also issue to each Investor for no additional consideration a Warrant in the form attached hereto as EXHIBIT A. Each Warrant shall be exercisable within eighteen (18) months from the First Closing Date. Upon the exercise of the Warrant, each Investor shall be entitled to receive that certain number of Warrant Shares set forth opposite such Investor’s name in Part A of SCHEDULE I at a per share exercise price equal to the Stated Value (subject to adjustments pursuant to the terms of the Warrant with respect to such Investor).
SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES
