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. (a) This Agreement serves as an application by the Sellers for the issue and allotment on the Completion Date of the Subscription Shares in their Respective Proportions.
(b) Each Seller agrees to become a member of the Buyer and to be bound by the constitution of the Buyer and consents to entry of its name on the Buyer’s register of members.
(c) On the Completion Date, the Buyer must:
(i) ensure that the Subscription Shares issued to the Sellers pursuant to clause 4.2;
(A) are fully paid and validly issued;
(B) are issued at the Subscription Share Issue Price;
(C) are free from any Encumbrance, except for:
(I) any Encumbrance under the constitution of the Buyer; and
(II) the transaction restrictions set forth in the Buyer’s share policy for its directors, executives and employees or in the Escrow Deed;
(D) are issued with all rights and entitlements, including dividend, distribution and voting rights attached or accrued to the Subscription Shares after Completion; and
(E) rank equally in all respects with the IHL Shares existing on the Completion Date;
(ii) enter in the Buyer’s register the name of the Sellers as the registered holders in respect of the Subscription Shares; and
(iii) apply for official quotation of the Subscription Shares on ASX in accordance with ASX Listing Rule 2.8.
(d) The Subscription Share Issue Price for the Subscription Shares shall be deemed to be paid by way of the transfer of the Sale Shares pursuant to this Agreement, and, otherwise, no money shall be payable by the Sellers in respect of the Subscription Share Issue Price.
5.1 Conduct prior to Completion Subject to clause 5.2, from the date of this Agreement until Completion, each Seller must (to the extent it reasonably can), unless the Buyer otherwise agrees in writing, ensure that the Company Group:
(a) carries on its Business as a going concern in the ordinary and usual course and otherwise in substantially the same manner as before the date of this Agreement;
(b) discharges current liabilities as they fall due in accordance with its usual practice; and
(c) collects receivables using the same method and policy as before the date of this Agreement.
5.2 Restricted conduct before Completion From the date of this Agreement until Completion, except with the prior written consent of the Buyer (which must not be unreasonably withheld, delayed or conditioned), each Seller (to the extent it reasonably can) must procure that the Company and any Subsidiary does not:
(a) issue or allot...
Subscription Shares. 4.1 The aggregate consideration for the Subscription Shares of HK$9,900,000, 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$9,900,000 and made payable to the Company or by wiring an aggregate sum of HK$9,900,000 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.
