The Issuance of the Consideration Shares Sample Clauses

The Issuance of the Consideration Shares. In consideration for the Sale Shares, the Company shall allot and issue such number of new fully paid-up Consideration Shares at the Issue Price to the Vendors, fractional entitlements to be disregarded, in the proportions or manner set out in the SPA (which are determined pursuant to their respective shareholding proportions of Sale Shares). The Consideration Shares will be allotted free from encumbrances and shall rank pari passu in all respects with the then-issued Shares save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Consideration Shares. In addition under the SPA, the Vendors are entitled to direct the Consideration Shares to be allotted and issued to third parties (the "Recipients"), in such proportion and quantum as the Vendors may decide. The allotment and issuance of the Consideration Shares to the relevant Recipients shall constitute a good and valid discharge of the Company’s obligation to issue the Consideration Shares under the SPA. The identity of the Recipients and their respective connections with the Vendors will be announced to Shareholders if and after the Vendors decide to direct such Consideration Shares to the said Recipients. For the avoidance of doubt, all Consideration Shares shall be subject to the moratorium requirements under Rule 422 of the Catalist Rules, or as otherwise required by the SGX-ST or the full sponsor to be appointed in respect of the Proposed Acquisition (the “Sponsor”). The Issue Price of S$0.35 for each Consideration Share represents a premium of approximately 247% over the volume weighted average price of S$0.101 per Share as at 28 January 2022, which is the last full market day prior to the execution of the SPA on 31 January 2022. By way of illustration, assuming the following: (a) the Consideration derived from the Actual Valuation is S$2,000,000,000; (b) no compliance placement is undertaken; (c) save as set out above, there is no further share issuance prior to Completion, the number of Consideration Shares to be issued is 5,714,285,714 Shares (rounded down to the nearest whole number). The Company will have an enlarged issued share capital of 5,891,358,399 ordinary shares after the issuance of the Consideration Shares (the “Proposed Share Issuance”). The number of Consideration Shares to be issued in this illustration represent approximately 96.99% of the Company’s enlarged share capital after Completion. For the avoidance ...
Sample 1
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The Issuance of the Consideration Shares. In consideration for the Sale Shares, the Company shall allot and issue such number of new fully-paid up Consideration Shares at the Issue Price (as defined below) to the Vendors, fractional entitlements to be disregarded. The Consideration Shares will be allotted free from encumbrances and shall rank pari passu in all respects with the then-issued Shares save for any dividends, rights, allotments or other distributions, the record date for which falls before the date of issue of the Consideration Shares. For the avoidance of doubt, all Consideration Shares shall be subject to the moratorium requirements under Rule 422 of the Catalist Rules, or as otherwise required by the SGX-ST or the Full Sponsor (defined below). The Company is in the midst of discussion for the appointment of Full Sponsor and announcement will be made upon finalisation of appointment of Full Sponsor. The Pre-Consolidation Issue Price of S$0.038 for each Consideration Share represents a premium of approximately 322% over the volume weighted average price of S$0.009 per Share for trades done on the Catalist Board of the SGX-ST on 28 February 2018, being the last full market day prior to the suspension of trading of the Shares. By way of illustration, assuming the following: a. the Proposed Share Consolidation (as defined below) has been completed; b. the Consideration derived from the valuation is S$678.57 million; c. no compliance placement is undertaken; d. the SOA (as defined below) is completed in accordance with its terms and 40,511,144 Consolidated Shares (as defined below) are issued pursuant thereto. Shares to be issued under SOA are based on estimates and further details on the Shares to be issued under SOA will be announced at later date; and e. save as set out above, there is no further share issuance prior to Completion, the number of Consideration Shares to be issued based on the post-consolidation issue price of S$0.38 is 1,785,710,526 Shares. The Company will have an enlarged issued share capital of 1,851,282,193 Consolidated Shares after the Proposed Share Consolidation, the issuance of the Consideration Shares and 40,511,144 Consolidated Shares pursuant to the SOA. The number of Consideration Shares to be issued in this illustration represent approximately 96.46% of the Company’s enlarged share capital after Completion. For the avoidance of doubt, Shareholders are to note that the above computation is for illustrative purposes only and, amongst others, the actual amounts...
Sample 1

Related to The Issuance of the Consideration Shares

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Issuance of Common Shares (a) Upon the expiration of the Vesting Period without forfeiture, the Company shall cause a certificate or certificates to be issued to the Director for the Reelection Grant Shares. Common Shares issued pursuant to this Agreement which have not been registered with the Securities and Exchange Commission, if any, shall bear a legend substantially as follows: (b) The Company shall not be required to transfer or deliver any certificate or certificates for Common Shares under this Agreement: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of the Common Shares to listing on any stock exchange on which the Common Shares may then be listed. In no event shall the Company be required to issue fractional shares to the Director or his or her successor.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

  • Stock Consideration 3 subsidiary...................................................................53

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Issuance of Conversion Shares The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

  • Issuance of Additional Shares (a) If the Company shall, at any time or from time to time after the issuance of the Shares and until such time as the Purchaser no longer owns any shares of Common Stock issued pursuant to this Agreement (including shares issued pursuant to this Section 5.3) or six (6) months after the date of this Agreement, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (as hereinafter defined) (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock which when aggregated with the Shares issued hereunder to Purchaser prior to the applicable Triggering Issuance would result in an effective purchase price per share of Common Stock to the Purchaser (calculated by dividing the Purchase Price by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean $8.00, as subsequently adjusted pursuant to this Section 5.3. Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

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