Subscription Shares. When the certificates evidencing the Subscription Shares have been delivered to Subscriber against payment therefor as provided in this Agreement, the Subscription Shares will be validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements. The Class A Common Shares issuable upon conversion of the Class B Subscription Shares have been reserved for issuance and upon their issuance, such Class A Common Shares will be duly authorized, validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements. Assuming the accuracy of all representations and warranties of Subscriber set forth in Section 2.2, the offer and issuance by the Company of the Subscription Shares is exempt from registration under all applicable securities Laws, including the Securities Act of 1933, as amended (the “Securities Act”), and “blue sky” laws.
Subscription Shares. 100,000 newly issued Shares of the Issuer (“Subscription Shares”) at U.S.$4.00 per Share (“Subscription Price per Share”) (the product of such number of Subscription Shares and the Subscription Price per Share is the Subscriber’s “Aggregate Share Subscription Price”).
Subscription Shares. At the Closing, the Purchaser shall issue to the Seller 761,789,601 ordinary shares of the Purchaser (the “Subscription Shares”), representing approximately 26.5% of the all issued and outstanding ordinary shares of the Purchaser immediately after the Closing.
Subscription Shares. Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 15,000,000 Subscription Shares, representing:
Subscription Shares. Subject to the terms and conditions of this agreement, the Issuer must allot and issue the Subscription Shares:
(a) for the Subscription Amount;
(b) on or before the next Business Day after the Share Completion Date; and
(c) free of any Security Interests.
Subscription Shares. The Company agrees that the Subscription Shares will, when fully paid, rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the Completion Date with the right to all dividends and other distributions declared or resolved to be paid at any time on or after the date of allotment.
Subscription Shares. Upon completion of this Agreement, the Subscription Shares will be duly and validly authorised and issued and, when fully paid up, will rank pari passu in all respects with the other issued Shares.
Subscription Shares on the Share Completion Date, (i) the Subscription Shares shall equate to 19.9% of the total issued Share capital of the Company; and (ii) the Subscriber will receive good, valid and incontestable title to the Subscription Shares free from any Security Interest;
Subscription Shares. 10.1. Should Sasol elect not to exercise the Call Option granted to it in terms of clause 9, Sasol may subscribe for either Class E Preference Shares or FundCo Ordinary Shares:
10.1.1. prior to the Redesignation Date, subject to clause 14.11;
10.1.2. at any time provided that no Trigger Event or Potential Trigger Event has occurred; or
10.1.3. only within 5 (five) Business Days (or such longer period as may be agreed in writing between the Preference Share Agent and Sasol) after delivery to Sasol of written notification by the Preference Share Agent of the occurrence of a Trigger Event or a Potential Trigger Event, provided that, during such period Sasol shall be entitled to enter into discussions with the Preference Shareholders (the Preference Shareholders hereby undertaking to enter into such discussions during such period if so required by Sasol), however, the rights of the Preference Shareholders shall not be limited in any way as a result of the Preference Shareholders entering into such discussions.
10.2. Should Sasol elect to subscribe for either Class E Preference Shares or FundCo Ordinary Shares in terms of clause 10.1, Sasol shall only be entitled to do so provided that:
10.2.1. the subscription price in respect of the Class E Preference Shares or the FundCo Ordinary Shares (as the case may be) is used on the first Preference Share Dividend Date following such subscription to redeem either all of the Class A Preference Shares, and/or all of the Class B Preference Shares and/or all of the Class C Preference Shares then in issue (in each case as determined by notice in writing from Sasol to the Company (the “Subscription Notice”)) and the subscription price together with all amounts standing to the credit of the Company's bank accounts shall be sufficient so as to pay all amounts required to be paid to the Class A Preference Shareholders, the Class B Preference Shareholders or the Class C Preference Shareholders (as the case may be) together with all Taxes payable in respect of such redemption, provided that Sasol shall only be entitled to subscribe for Class E Preference Shares for the purposes of enabling the Company to redeem the Class A Preference Shares if
(i) the Subscription Notice specifies that the Class B Preference Shares shall be simultaneously redeemed and (ii) the subscription price together with all amounts standing to the credit of the Company's bank accounts is sufficient so as to pay all amounts required to be paid to the Class A...
Subscription Shares. 4.1 The aggregate consideration for the Subscription Shares of HK$3,600,000, representing a Subscription Price of HK$0.30 per Subscription Share, shall be payable on Completion and shall be settled by way of cashier order(s) issued by a licensed bank in Hong Kong in the aggregate sum of HK$3,600,000 and made payable to the Company or by wiring an aggregate sum of HK$3,600,000 in clear fund to the bank account as the Company shall inform the Subscriber before the date of Completion or in such other manner as the Company and the Subscriber may agree in writing.
4.2 The Subscription Shares shall be allotted and issued as fully paid or credited as fully paid. The Subscription Shares shall rank pari passu in all respects among themselves and with the Shares in issue on the date of such allotment and issue.
