Subscription for Subscription Shares Sample Clauses

Subscription for Subscription Shares. Subject to the terms and conditions of this Agreement, (i) the First Closing Purchaser agrees to subscribe for and purchase, severally but not jointly, from the Company at the First Closing, and (ii) the Second Closing Purchaser agrees to subscribe for and purchase from the Company at the Second Closing, and the Company agrees to issue and allot to each Purchaser at the applicable Closing, such number of Series F Preferred Shares as set forth opposite such Purchaser’s name in the relevant column with the heading “Number of Subscription Shares” in Schedule C at a price of US$3.344648 per Series F Preferred Share, amounting to the aggregate subscription price amount payable by each Purchaser as set forth opposite such Purchaser’s name in the relevant column with the heading “Subscription Price” in Schedule C (such aggregate subscription price payable by each Purchaser is referred to as such Purchaser’s “Subscription Price”). The aggregate number of Series F Preferred Shares to be purchased by the Purchasers pursuant to the foregoing provision shall represent, immediately upon the Second Closing, 5.7971% of the total share capital of the Company on a fully-diluted and as-converted basis.
Sample 1Sample 2
AutoNDA by SimpleDocs
Subscription for Subscription Shares. Subject to the terms and conditions of this Agreement, the Purchaser agrees to subscribe for and purchase from the Company at the Closing, and the Company agrees to issue and allot to the Purchaser at the Closing, such number of Series F Preferred Shares as set forth opposite the Purchaser’s name in the relevant column with the heading “Number of Subscription Shares” in Schedule C at a price of US$3.344648 per Series F Preferred Share, amounting to the aggregate subscription price amount payable by the Purchaser as set forth opposite its name in the relevant column with the heading “Subscription Price” in Schedule C (such aggregate subscription price payable by the Purchaser is referred to as the Purchaser’s “Subscription Price”).
Sample 1Sample 2
Subscription for Subscription Shares. Subject to the fulfilment of the Conditions on or before the Longstop Date, the Investor hereby agrees to subscribe for, and the Company shall allot and issue to the Investor, the Subscription Shares at the Subscription Price. that, subject to the fulfilment of the Conditions, it has the capacity and authority, and has obtained all necessary governmental, statutory, regulatory or other consents, licences, authorisations, waivers and exemptions and taken all necessary action, to enter into and to perform its obligations under this agreement and may lawfully allot and issue the Subscription Shares in accordance with this agreement; that the execution and delivery of this agreement by it, and the performance of each of its obligations under this agreement, does not, and, during the period up to Admission, will not, violate any provision of the Company’s articles of association and does not, and, during the period up to Admission, will not, violate any applicable law or legal requirements or any order of any court or other governmental authority binding on it or its assets or any agreement or commitment to which it is party; this agreement constitutes legally valid and binding obligations on it, enforceable in accordance with its terms; that, subject to fulfilment of the Conditions, it has complied with all relevant laws of all relevant territories, obtained all requisite government or other consents which may be required in connection with the allotment and issue of the Subscription Shares, complied with all requisite formalities; that application will be made to London Stock Exchange plc for Admission as soon as reasonably practicable following the execution of this agreement by the parties and it is expected that Admission will occur, and that dealings in the Subscription Shares will commence, at 8.00am on 13 December 2019; to execute or to procure to be executed all such documents, to provide or procure to be provided all such information and to do or procure to be done all such things as may be required by, or necessary to comply with the requirements of, London Stock Exchange plc or any applicable law or regulation of England and Wales for the purposes of, or in connection with, the Company’s application for Admission; that the Subscription Shares will be issued to the Investor credited as fully paid up in cash at the Subscription Price, free from all encumbrances and ranking pari passu in all respects with all other Ordinary Shares (including the right ...
Sample 1
Subscription for Subscription Shares. (a) On the terms and subject to the conditions of this Agreement, the Investor agrees to subscribe for and purchase from the Company on the Closing Date, and the Company agrees to issue from treasury and sell to the Investor on such date, 25,828,305 Common Shares (the "Original Subscription Shares") representing 19.9% of the issued and outstanding Common Shares on the date hereof, after giving effect to such issuance and the issuance of Common Shares to Liberty Metals in connection with the exercise of its Acquisition Rights, at a price per Common Share equal to the Original Subscription Price, for aggregate proceeds equal to the Original Subscription Proceeds, subject to adjustment in accordance with Section 2.2(b). (b) Unless the prior approval of the TSX is obtained, if the Closing occurs after the Target Date and the Original Subscription Price is lower than the Market Price, then on the Final Closing Date (i) the Original Subscription Price shall be adjusted to equal the Market Price (the "Final Subscription Price"), and (ii) the Investor shall subscribe for the Original Subscription Shares for aggregate proceeds equal to the Final Subscription Price multiplied by the Original Subscription Shares (the "Final Subscription Proceeds"). (c) The Investor shall have the right to purchase additional Common Shares (the "Additional Subscription Shares") on the Closing Date if and to the extent that Acquisition Rights are exercised by any Person prior to the Closing Date such that the Investor will on the Legal*7415880.1 Closing Date hold 19.9% of that number of Common Shares that is equal to the sum of (i) the number of Common Shares issued and outstanding on the date hereof, (ii) the additional Common Shares issued pursuant to the exercise of Acquisition Rights, (iii) the Original Subscription Shares and (iv) the Additional Subscription Shares. The price per Additional Subscription Share will be the price paid per share for the Original Subscription Shares. The Investor shall subscribe for the Additional Subscription Shares for aggregate proceeds equal to the Subscription Price multiplied by the Additional Subscription Shares (the "Additional Subscription Proceeds"). (d) Between the date that is 90 days following the date hereof and the Closing, if the Company publicly announces an issuance (the "Issuance") of any Offered Securities for cash pursuant to a public offering or a private placement (an "Offering"), the Company will, as soon as possible thereafter,...
Sample 1
Subscription for Subscription Shares. Subject to the satisfaction of the terms and conditions of this Agreement, the Investor hereby subscribes for and agrees to purchase 28,481,289 Common Shares (the “Subscription Shares”) from the Company on the Closing Date at a price per Subscription Share equal to C$4.55 (the “Subscription Price”), and the Company hereby accepts such subscription and agrees to issue the Subscription Shares from treasury and sell the Subscription Shares to the Investor on the Closing Date at a price per Subscription Share equal to the Subscription Price, for aggregate gross proceeds to the Company equal to C$129,589,864.95 (the “Subscription Proceeds”).
Sample 1
Subscription for Subscription Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer Parent shall issue and sell to Seller pursuant to a capital increase without preemptive rights under applicable Indonesian Law, and Seller shall subscribe for and purchase from Buyer Parent, the Subscription Shares, free and clear of all Encumbrances.
Sample 1
Subscription for Subscription Shares 
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs

Related to Subscription for Subscription Shares

  • Subscription for Shares 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to $______ USD per Share. Upon execution, the subscription by the Subscriber will be irrevocable. 1.2 The purchase price is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement. 1.3 Upon execution by the Company, the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Shares as it may, in its sole discretion, deem necessary or desirable. 1.4 Any acceptance by the Company of the Subscriber is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is a resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations, and requisite government forms required by the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber. The Company will not grant any registration or other qualification rights to any Subscriber.

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Warrington Fund L.P. (the “Partnership”) as indicated on page B-7 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (the “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Subscription Rights In case any stock or other securities of the Company are offered for subscription to the holders of shares of the Company deposited hereunder, the Trustees, promptly upon receipt of notice of such offer, shall mail or deliver a copy thereof to each registered holder of a Trust Certificate. If at least five (5) days prior to the last day on which such subscription can be made, the Trustee shall receive a request from any Trust Certificate holder to subscribe in his behalf for a stated amount of such stock or securities, together with the sum of money required to pay for the same, the Trustees shall make such subscription and the necessary payment, and upon receiving from the Company the stock or securities so subscribed for, shall issue to such Trust Certificate holder a new Trust Certificate in respect thereof if the same be voting shares, but if the same not be voting shares the Trustees shall mail or deliver the stock or securities received from the Company to the Trust Certificate holder in whose behalf the subscription is made or may instruct the Company to make delivery thereof directly to said Trust Certificate holder; provided, however, that if the aggregate amount of such stock or securities which the Trustees shall be so requested to subscribe for shall exceed the total amount which the Trustees have the right to subscribe for as shareholders of the Company under the terms of the Company’s offer, then the Trustees shall first, on behalf of each requesting Trust Certificate holder, subscribe for that amount which, under the terms of the Company’s offer, he would have had the right to subscribe for if he had held directly the number of shares represented by his Trust Certificate or Certificates; and any balance of such stock or securities then additionally available for subscription by the Trustees shall be subscribed for on behalf of each additionally requesting Trust Certificate holder in the proportion which the amount of his additional request bears to the total amount of additional requests received by the Trustees.

  • Subscription of Shares For the sum of U.S.$25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for 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 shall register the Shares in the name of the Subscriber on the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • Subscription (a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase Class A Common Stock (the “Securities”), of Next Thing Technology Inc., a Delaware corporation (the “Company”), at a purchase price of $3.00 per share of Class A Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $150. The rights of the Class A Common Stock are as set forth in the Restated Certificate of Incorporation, filed as Exhibit 2.1 to the Offering Statement of the Company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”) filed with the SEC as part of the Offering Statement (SEC File No. [X]), as may be amended from time to time. By executing this Subscription Agreement as provided herein, Subscriber acknowledges that Subscriber has received access to this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision. (c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. Upon the expiration of the period specified in Subscriber’s state for notice filings before sales may be made in such state, if any, the subscription may no longer be revoked at the option of the Subscriber. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. (d) The aggregate number of Securities sold shall not exceed 25,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

  • User Subscriptions 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with 3.3 and 8.1, the restrictions set out in this 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations. 2.2 In relation to the Authorised Users, the Customer undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; (d) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; (e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (f) if any of the audits referred to in 2.2(d) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or (f) introduce or permit the introduction of any Virus [or Vulnerability] into the Supplier's network and information systems. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. 2.6 The rights provided under this 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Subscription Period 5.1.1 The Subscription Period is binding upon both Zensai and the Customer, meaning the Customer cannot terminate the Service, the Support Services and this SAAS Agreement during a Subscription Period. Notwithstanding the above, the Customer can terminate the Subscription due to a material default in the Services, cf. Section 10.3, or if a material change to the terms and conditions of the SAAS Agreement comes into force, cf. Section 16.1, and if the Customer is not in breach of the SAAS Agreement, Zensai will refund a pro rata portion of the Subscription Fee for the remaining un- used period of the Service and Support Services. 5.1.2 The Subscription Fee for the Subscription Period is defined in the Quote. The Customer may add Users or upgrade the Service during the Subscription Period but may not downgrade the number of Users during the Subscription Period. For Support Services, the Customer may upgrade its level of Helpdesk Services during a Subscription Period, but the Customer may not downgrade to a lower service level. 5.1.3 The initial Subscription Period shall be defined in the Quote as accepted by the Customer and shall cover a minimum of 12 months. At the end of the initial term, the Subscription is subject to automatic renewal with a Subscription Period running for terms of 12 months, or longer periods if agreed in a new Quote. The Subscription Fee will be invoiced upon renewal for pre-payment. The Subscription may be changed or terminated by the Customer with a notice of no less than 60 days before renewal. 5.1.4 Zensai may terminate the SAAS Agreement by giving a notice of twelve (12) months before the end of a Subscription Period.

  • Subscription Service PROS warrants that during the Subscription Term, the Subscription Service will conform in all material respects to the functional specifications set forth in the Documentation. Customer's sole and exclusive remedy will be the deployment of a corrected version of the PROS software application that is the object of the Subscription Service, or provision of a workaround, provided however if PROS fails to provide such remedy after using commercially reasonable efforts, Customer may exercise its rights herein for breach of contract, including, but not limited to, termination pursuant to Section 10.2.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!