SUBSCRIPTION OF SUBSCRIPTION SHARES Sample Clauses

SUBSCRIPTION OF SUBSCRIPTION SHARES. Subject to clause 4 and in accordance with other terms of this Agreement, the Purchaser, relying on the Warranties, undertakings and indemnities of the Warrantors as set out in this Agreement, has agreed to subscribe to the Subscription Shares for the Subscription Consideration, and the Company hereby agrees to allot and issue, free and clear of all Encumbrances, the Subscription Shares to the Purchaser at the Subscription Price. Following the subscription of the Subscription Shares by the Purchaser, the shareholding pattern of the Company will be as set out in Part C of schedule 2.
Sample 1
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SUBSCRIPTION OF SUBSCRIPTION SHARES. Subject to and in accordance with the terms and conditions of this Agreement, (i) at Tranche A Closing, the Company shall allot and issue to THL, and THL shall subscribe for the Tranche A Subscription Shares at the Subscription Price; and (ii) at Tranche B Closing, the Company shall allot and issue to THL, and THL shall subscribe for the Tranche B Subscription Shares at the Subscription Price.
Sample 1
SUBSCRIPTION OF SUBSCRIPTION SHARES. 2.1 Subject to the terms and conditions of this Agreement, at Closing, the Company shall allot and issue to the Subscriber (or its nominee, which can only be an Affiliate of the Subscriber), and the Subscriber (or its nominee, which can only be an Affiliate of the Subscriber) shall subscribe for, a total of 162,500,000 Subscription Shares at an aggregate subscription price of HK$390,000,000.‌ 2.2 The Subscription Price shall be payable by the Subscriber to the Company at Closing as provided in Clause 4.2.3 of this Agreement. 2.3 The Subscription Shares to be subscribed for and issued pursuant to Clause 2.1 shall rank pari passu in all respects with the Shares in issue as at the date of Closing and in particular will rank in full for all dividends and other distributions the record date of which falls on or after the date of allotment and issuance of the Subscription Shares. 2.4 The Company undertakes and covenants to the Subscriber that the Subscription Price paid by the Subscriber to the Company pursuant to this Agreement shall be solely used as the general working capital for the principal businesses of the Group carried out as at the date of this Agreement, and not for any other purposes. The principal businesses of the Group carried out as at the date of this Agreement are film and television programmes production, distribution and online streaming platform business, distribution of game products and provision of related services, internet community services and related businesses ("ICS Business"), manufacture and sales of accessories for photographic and electrical products.‌
Sample 1
SUBSCRIPTION OF SUBSCRIPTION SHARES. 4.1 The Investor shall subscribe for the Subscription Shares on the terms of this Agreement. 4.2 If any of the Consideration payable by the Investor under this Agreement is satisfied by the issue to the Company or its nominees of Consideration ADRs the Investor agrees to use all reasonable endeavours to: (i) achieve an effective listing on the Nasdaq market for the Consideration ADRs; and (ii) ensure the Registration Statement is filed within 4 weeks following Initial Completion (assuming availability of US GAAP reconciled financial information and applicable auditors consents to use in the Registration Statement).
Sample 1
SUBSCRIPTION OF SUBSCRIPTION SHARES. 2.1 Subject to the terms and conditions of this Agreement, at Closing, the Company shall allot and issue to the Subscriber (or its nominee, which can only be an Affiliate of the Subscriber), and the Subscriber (or its nominee, which can only be an Affiliate of the Subscriber) shall subscribe for, a total of 500,000,000 Subscription Shares at an aggregate subscription price of HK$800,000,000.‌ 2.2 The Subscriber shall settle the payment of the Subscription Price to the Company in full on or before the Subscription Price Payment Date and shall deliver to the Company a copy of an irrevocable payment instruction to a bank to effect a transfer of the Subscription Price for same day value to the Company Account.‌ 2.3 The Subscription Shares to be subscribed for and issued pursuant to Clause 2.1 shall rank pari passu in all respects with the Shares in issue as at the date of Closing and in particular will rank in full for all dividends and other distributions the record date of which falls on or after the date of allotment and issuance of the Subscription Shares. 2.4 The Company undertakes and covenants to the Subscriber that the Subscription Price paid by the Subscriber to the Company pursuant to this Agreement shall be solely used for the development, expansion and growth of the principal businesses of the Group carried out as at the date of this Agreement, which are film and television programmes production, distribution and online streaming platform business, distribution of game products and provision of related services, internet community services and related businesses, manufacture and sales of accessories.
Sample 1

Related to SUBSCRIPTION OF SUBSCRIPTION SHARES

  • 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 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 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 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 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.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Delivery of Share Certificates for Escrow Securities The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.

  • 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.”

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

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