The Settlement. 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Lender agrees to subscribe for 45,072,000 Settlement Shares at the Settlement Price and the Company agrees to allot and issue 45,072,000 Settlement Shares to the Lender in the full and final settlement of all the Settlement Amount, subject to the provisions of the Memorandum and the Articles on Completion. 3.2 The Lender and the Company confirm and acknowledge that immediately after the Settlement, they agreed to set-off the Settlement Amount indebted and owed by the Company to the Lender against the Settlement Price payable by the Lender to the Company under the Settlement, such that after the Settlement the Company has been discharged and released from all obligations for repayment of the Settlement Amount. 3.3 Nothing herein contained shall prejudicially affect the right of the Lender to recover from the Company in respect of the remaining balance of the Outstanding Debts and interest thereon and such outstanding amount shall be fully repaid in cash upon Completion. 3.4 Subject to the Completion taking place on or before the Long Stop Date, the Lender and the Company further confirm and acknowledge that (i) no interest will accrue and be payable on the Settlement Amount from and after 15 September 2021; (ii) the Lender will not make any demand or take steps to enforce the repayment of the whole or any part of the Settlement Amount from the date of this Agreement and up to the date of the Completion or the Termination of this Agreement; and (iii) the Lender will waive at the Completion of the Settlement any of the Settlement Amount due as at the of this Agreement which exceeds the aggregate Settlement Price of the Settlement Shares issuable to her. 3.5 The Settlement Shares shall be issued free from all charges, liens, options, encumbrances, equities and other claims and interests and with all rights attaching thereto and shall rank pari passu in all respects inter se and with all existing Shares in issue as at the date of the Completion, including all rights as to dividends, voting and return of capital.
Appears in 1 contract
Samples: Settlement Agreement
The Settlement. 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Lender agrees to subscribe for 45,072,000 12,068,000 Settlement Shares at the Settlement Price and the Company agrees to allot and issue 45,072,000 12,068,000 Settlement Shares to the Lender in the full and final settlement of all the Settlement Amount, subject to the provisions of the Memorandum and the Articles on Completion.
3.2 The Lender and the Company confirm and acknowledge that immediately after the Settlement, they agreed to set-off the Settlement Amount indebted and owed by the Company to the Lender against the Settlement Price payable by the Lender to the Company under the Settlement, such that after the Settlement the Company has been discharged and released from all obligations for repayment of the Settlement Amount.
3.3 Nothing herein contained shall prejudicially affect the right of the Lender to recover from the Company in respect of the remaining balance of the Outstanding Debts and interest thereon and such outstanding amount shall be fully repaid in cash upon Completion.
3.4 Subject to the Completion taking place on or before the Long Stop Date, the Lender and the Company further confirm and acknowledge that (i) no interest will accrue and be payable on the Settlement Amount from and after 15 September 2021; (ii) the Lender will not make any demand or take steps to enforce the repayment of the whole or any part of the Settlement Amount from the date of this Agreement and up to the date of the Completion or the Termination of this Agreement; and (iii) the Lender will waive at the Completion of the Settlement any of the Settlement Amount due as at the of this Agreement which exceeds the aggregate Settlement Price of the Settlement Shares issuable to herhim.
3.5 The Settlement Shares shall be issued free from all charges, liens, options, encumbrances, equities and other claims and interests and with all rights attaching thereto and shall rank pari passu in all respects inter se and with all existing Shares in issue as at the date of the Completion, including all rights as to dividends, voting and return of capital.
Appears in 1 contract
Samples: Settlement Agreement
The Settlement. 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Lender agrees to subscribe for 45,072,000 238,908,000 Settlement Shares at the Settlement Price and the Company agrees to allot and issue 45,072,000 238,908,000 Settlement Shares to the Lender in the full and final settlement of all the Settlement Amount, subject to the provisions of the Memorandum and the Articles on Completion.
3.2 The Lender and the Company confirm and acknowledge that immediately after the Settlement, they agreed to set-off the Settlement Amount indebted and owed by the Company to the Lender against the Settlement Price payable by the Lender to the Company under the Settlement, such that after the Settlement the Company has been discharged and released from all obligations for repayment of the Settlement Amount.
3.3 Nothing herein contained shall prejudicially affect the right of the Lender to recover from the Company in respect of the remaining balance of the Outstanding Debts and interest thereon and such outstanding amount shall be fully repaid in cash upon Completion.
3.4 Subject to the Completion taking place on or before the Long Stop Date, the Lender and the Company further confirm and acknowledge that (i) no interest will accrue and be payable on the Settlement Amount from and after 15 September 2021; (ii) the Lender will not make any demand or take steps to enforce the repayment of the whole or any part of the Settlement Amount from the date of this Agreement and up to the date of the Completion or the Termination of this Agreement; and (iii) the Lender will waive at the Completion of the Settlement any of the Settlement Amount due as at the of this Agreement which exceeds the aggregate Settlement Price of the Settlement Shares issuable to herit.
3.5 The Settlement Shares shall be issued free from all charges, liens, options, encumbrances, equities and other claims and interests and with all rights attaching thereto and shall rank pari passu in all respects inter se and with all existing Shares in issue as at the date of the Completion, including all rights as to dividends, voting and return of capital.
Appears in 1 contract
Samples: Settlement Agreement
The Settlement. 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Lender agrees to subscribe for 45,072,000 105,370,000 Settlement Shares at the Settlement Price and the Company agrees to allot and issue 45,072,000 105,370,000 Settlement Shares to the Lender in the full and final settlement of all the Settlement Amount, subject to the provisions of the Memorandum and the Articles on Completion.
3.2 The Lender and the Company confirm and acknowledge that immediately after the Settlement, they agreed to set-off the Settlement Amount indebted and owed by the Company to the Lender against the Settlement Price payable by the Lender to the Company under the Settlement, such that after the Settlement the Company has been discharged and released from all obligations for repayment of the Settlement Amount.
3.3 Nothing herein contained shall prejudicially affect the right of the Lender to recover from the Company in respect of the remaining balance of the Outstanding Debts and interest thereon and such outstanding amount shall be fully repaid in cash upon Completion.
3.4 Subject to the Completion taking place on or before the Long Stop Date, the Lender and the Company further confirm and acknowledge that (i) no interest will accrue and be payable on the Settlement Amount from and after 15 September 2021; (ii) the Lender will not make any demand or take steps to enforce the repayment of the whole or any part of the Settlement Amount from the date of this Agreement and up to the date of the Completion or the Termination of this Agreement; and (iii) the Lender will waive at the Completion of the Settlement any of the Settlement Amount due as at the of this Agreement which exceeds the aggregate Settlement Price of the Settlement Shares issuable to herit.
3.5 The Settlement Shares shall be issued free from all charges, liens, options, encumbrances, equities and other claims and interests and with all rights attaching thereto and shall rank pari passu in all respects inter se and with all existing Shares in issue as at the date of the Completion, including all rights as to dividends, voting and return of capital.
Appears in 1 contract
Samples: Settlement Agreement
The Settlement. 3.1 Subject to and in accordance with the terms and conditions set out in this Agreement, the Lender agrees to subscribe for 45,072,000 22,778,000 Settlement Shares at the Settlement Price and the Company agrees to allot and issue 45,072,000 22,778,000 Settlement Shares to the Lender in the full and final settlement of all the Settlement Amount, subject to the provisions of the Memorandum and the Articles on Completion.
3.2 The Lender and the Company confirm and acknowledge that immediately after the Settlement, they agreed to set-off the Settlement Amount indebted and owed by the Company to the Lender against the Settlement Price payable by the Lender to the Company under the Settlement, such that after the Settlement the Company has been discharged and released from all obligations for repayment of the Settlement Amount.
3.3 Nothing herein contained shall prejudicially affect the right of the Lender to recover from the Company in respect of the remaining balance of the Outstanding Debts and interest thereon and such outstanding amount shall be fully repaid in cash upon Completion.
3.4 Subject to the Completion taking place on or before the Long Stop Date, the Lender and the Company further confirm and acknowledge that (i) no interest will accrue and be payable on the Settlement Amount from and after 15 September 2021; (ii) the Lender will not make any demand or take steps to enforce the repayment of the whole or any part of the Settlement Amount from the date of this Agreement and up to the date of the Completion or the Termination of this Agreement; and (iii) the Lender will waive at the Completion of the Settlement any of the Settlement Amount due as at the of this Agreement which exceeds the aggregate Settlement Price of the Settlement Shares issuable to her.
3.5 The Settlement Shares shall be issued free from all charges, liens, options, encumbrances, equities and other claims and interests and with all rights attaching thereto and shall rank pari passu in all respects inter se and with all existing Shares in issue as at the date of the Completion, including all rights as to dividends, voting and return of capital.
Appears in 1 contract
Samples: Settlement Agreement