Subscription and Issuance. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Subscriber shall subscribe for, purchase and acquire from the Corporation, and the Corporation shall accept such subscription and issue, transfer and convey to Subscriber, the Shares of Class B Common Stock set forth opposite the Subscriber’s name on Schedule B hereto (the “Shares”) in consideration of the Contributed Assets (the “Issuance”).
Subscription and Issuance. Subject to the terms and conditions of this Agreement, the Investor shall subscribe at the Closing, and the Company shall issue to the Investor at the Closing, __ J-KISSes (the “Subscribed J-KISS”) at a subscription price of JPY [1,000,000] per J-KISS.
Subscription and Issuance. (a) Subscription of New Shares Convergenta hereby signs the subscription form as shown in Schedule 2.2(a) (in du- plicate) relating to the New Shares and hereby hands it over to the officiating notary for safekeeping subject to the irrevocable proviso that this subscription form may not be released to CECONOMY before satisfaction (or waiver, to the extent permitted) of the conditions precedent set forth in clause 10.1 below and that, where applicable, certified copies of extracts containing the subscription form may only be issued upon satisfaction (or waiver, to the extent permitted) of the conditions precedent set forth in clause 10.1 below. CECONOMY is required to provide the officiating notary with evidence of satisfaction of the condition in writing. Convergenta may instruct the of- ficiating notary in writing to release documents to CECONOMY at any time. The sup- plementary provision in clause 4.2 of the Contribution Agreement (as defined below) remains unaffected.
(b) Takeover of the Convertible Bonds As shown by the Convertible Bonds Subscription Agreement (as defined in clause 4 below), Convergenta has declared that it will take over the Convertible Bonds. The ef- fectiveness of the Convertible Bonds Subscription Agreement is subject to satisfac- tion (or waiver, to the extent permitted) of the conditions precedent set forth in clause 10.1 below.
Subscription and Issuance. Subject to the terms and conditions of this Subscription Agreement, (i) the Company agrees to sell to each Investor, and each Investor agrees, severally and not jointly, to purchase from the Company, the Notes in the principal amounts set forth opposite such Investor’s name under the headings “Tranche A Amount” and “Tranche B Amount” on the signature pages hereto or to any Joinder Agreement, and (ii) the Company agrees to issue to each Investor purchasing Tranche A Notes a Warrant entitling such Investor to purchase up to the number of Warrant Shares set forth opposite such Investor’s name on the signature pages hereto.
Subscription and Issuance. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Company shall allot and issue to the Subscriber a share certificate representing the issuance of the Shares, and the Subscriber shall subscribe from the Company the Shares in consideration of the Subscription Price set forth in Exhibit “A” of this Agreement. Upon Closing (as defined below), (i) certificate(s) representing the Shares shall be duly authorized and validly issued by the Company subject to a restriction limiting the further sale of such Shares in accordance with the terms and conditions of this Agreement and the Articles of Association of the Company; and (ii) the Company shall update its register of members and make necessary statutory filing accordingly. Correspondingly, the Subscriber shall execute such other documents as are reasonably required by the Company to consummate and give effect to the subscription and issuance, including but not limited to the signing of a prescribed form of subscription letter. The closing of the transactions contemplated by this Agreement (“Closing”), shall be held in Hong Kong at the office of the solicitors firm of Xxxxxx & Xxxxxxx, the solicitors representing the Company, on March 31, 2010, at 10:30am local time, or such other place, date and time as the parties hereto may otherwise agree.
Subscription and Issuance. Subject to the terms and conditions of this Agreement and the Note Instrument, the Initial Investor agrees to subscribe for, and the Issuer agrees to issue to the Initial Investor, within the Subscription Period, the Notes on the relevant Issue Date in accordance with Clause 5 (Completion), in the aggregate principal amount of the Note Subscription Amount for such Note(s).
Subscription and Issuance. On the terms and subject to the conditions set forth herein, and in reliance on the representations, warranties, covenants and agreements contained herein, at the Closing, NewCo agrees to issue to Investor, and Investor agrees to subscribe for and accept from NewCo, the Subscribed Units, free and clear of all Encumbrances (other than any transfer restrictions imposed by federal and state securities laws, under the NewCo Operating Agreement and the Delaware Act).
Subscription and Issuance. 1.1 Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the applicable purchase price (subject to adjustment as described below), a number of Shares equal to the product of (i) the Pro Rata Portion and (ii) (A) the Total Subscription, minus (B) the sum of the number of PIPE Shares, if any, and the number of Excess Shares, if any, (such subscription and issuance, the “Subscription”).
1.2 Subject to the terms and conditions hereof, the Company hereby agrees to issue to Subscriber a number of Warrants equal to the product of (i) the Pro Rata Portion and (ii) 3,250,000 (the “Warrant Issuance”) at the Closing. The terms of the Warrants shall be substantially identical to the terms of the Company’s Private Placement Warrants (as defined in that certain Warrant Agreement, dated as of February 7, 2018, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent).
Subscription and Issuance. 2.1 Subscription for and issuance of the CBs
Subscription and Issuance. 5.1. The initial issued, subscribed and paid up equity Share capital of the Company shall be Indian Rupees Rs 36,76,000, which shall be subscribed to and held as follows: Party Percentage Number Equity capital Ownership of Shares (in Rupees) SPAR 51% 187476 Rs 18,74,760 SOLUTIONS 49% 180124 Rs 18,01,240 TOTAL 100% 367600 3676000
5.2. For the purposes. of this Agreement and in order to enable the issuance of the number of fully paid Shares referred to in Article 5.1 by the Company to SPAR and SOLUTIONS, promptly after all of the conditions precedent set forth in Article 4.1 are satisfied or waived (to the extent waivable) to the mutual satisfaction of SOLUTIONS and SPAR, and not more than thirty (30) days thereafter:
(a) SPAR shall be obliged to pay into the account of the Company, as payment towards Share subscription a sum of Rs 18,74,760 (Indian Rupees Eighteen Lakhs Seventy Four Thousand Seven Hundred and Sixty Only) ("SPAR Subscription Amount"); and
(b) SOLUTIONS shall be obliged to pay into the account of the Company as payment towards Share subscription a sum of Rs 18,01,240 (Indian Rupees Eighteen Lakhs One Thousand Two Hundred and Forty Only) ("Solutions Subscription Amount"). In the event one of the Parties does not pay their respective subscription amount, within twenty four hours of the expiry of the aforesaid thirty (30) days and the other Party has paid its respective subscription amount, the Company shall within a reasonable period of time and subject to receipt of requisite Approvals if any, return the respective subscription amount received from such Party who has made the payment and this Agreement shall stand terminated. In the event of such termination of this Agreement, SOLUTIONS and/or SPAR shall take all such steps as may be necessary to wind up the Company in accordance with the provisions of the Act or alternately take all such steps as may be necessary to change tl1e name of the Company in accordance with the Act, such that the name of the Company does not include reference to SPAR or SOLUTIONS as the case may be.
5.3. The Parties agree that within twenty four hours of receipt by the Company of both the SPAR Subscription Amount and the Solutions Subscription Amount, the Company shall simultaneously issue and allot to SPAR and SOLUTIONS the number of Shares referred to in Article 5.1. The date on which such allotment occurs shall be the "Closing Date". Upon such issue and allotment of the Shares of the Company, SPAR shall hold Share...
