The Subscription. 3.1: The offer
1. The offer made by NS OV-fiets for a Subscription contains at least the following information:
a. The Verification Fee and the payment method.
b. The Rates List plus the other rates.
c. The term of the Subscription.
d. The conditions and notice period to be observed when terminating a Subscription.
The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, Microdel Ltd. (Israeli ID No. 500000000), of 60 Xxx Xx., Mxxx’in-Macabim-Reut 7172439, Israel (the “Investor”) hereby agrees to subscribe for and purchase 136,612 shares of common stock, par value $0.0001 (the “Initial Shares”) offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of US$ 0.183 (the “Share Purchase Price”), for an aggregate consideration of US$25,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement.
1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 41,667 additional Shares of TechCare Corp. (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of US$0.60, for an aggregate consideration of US$ 25,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement.
1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Act”) and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S.
1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein.
1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds.
1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proceeds by the Company, a...
The Subscription. 2.1 Subject to Clause 4, the Subscriber shall subscribe and pay for the Subscription Shares at the Subscription Price and the Company shall, subject to payment in full, allot and issue the Subscription Shares subject to its memorandum of association and bye-laws of the Company upon Completion.
2.2 The Subscriber shall be entitled to nominate one of its wholly-owned subsidiaries to take up the Subscription Shares upon Completion provided that written notice of such nomination shall be made to the Company at least three Business Days prior to the Completion Date, provided further that the nomination as such shall not release the Subscriber from performing its obligations under this Agreement.
The Subscription. 2.1 The Special Warrants will be issued and registered in the name shown at the beginning of this Agreement under “Registration Instructions”, or if that name has not been completed, then in the Subscriber’s name.
2.2 The Subscriber acknowledges that the Special Warrants subscribed for hereunder form part of a larger sale of Special Warrants by the Issuer.
2.3 The Subscriber acknowledges that the Special Warrants are non-transferable.
2.4 Each Special Warrant entitles the holder to acquire, without payment of any consideration in addition to that paid for the Special Warrant, one (1) common share in the capital of the Issuer (a “Share”).
2.5 The Special Warrants will automatically convert into Common Shares and will be deemed to have been exercised without any further action or payment on the part of the Holder on the earlier of:
(a) the first (1st) business day following the day on which a receipt for a (final) prospectus has been issued to the Issuer by or on behalf of the securities regulatory authorities in a province of Canada or such other jurisdiction(s) as may be determined by the Issuer; or,
(b) the 240th day following the date of issuance of the Special Warrants. (the “Automatic Conversion”) The issuance of the Special Warrants shall not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights prior to or following the Automatic Conversion of the Special Warrants.
2.6 Following the Automatic Conversion of the Special Warrants, the Issuer will deliver certificates representing the underlying Shares to its legal counsel to hold in the Issuer’s corporate records book. Alternatively, in the event that the Issuer becomes listed on a stock exchange, the registrar and transfer agent of the Issuer, will issue to the Holder a freely-trading “public company” common share certificate representing the number of Shares held by the Subscriber following the exercise or automatic conversion of the Special Warrants.
2.7 The written acknowledgment of Special Warrant to be delivered to the Subscriber following the Closing is for information only and will be not negotiable and non-transferable. The Issuer will not issue warrant certificates upon the issuance of the Special Warrants. The Special Warrants are being issued in the capital of the Issuer as uncertificated, book entry only, special warrants.
The Subscription. On 14 November 2021, the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue, on the date of the Subscription Completion, 538,942,750 Subscription Shares at the Subscription Price of HK$0.882 per Subscription Share, at an aggregate consideration of HK$475,347,506. The principal terms of the Subscription Agreement are as follows:
The Subscription. If the Investor is participating in the Subscription, subject to the terms and conditions of this Exchange/Subscription Agreement, the undersigned Investor hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the undersigned Investor, additional New Notes (the “Purchased New Notes”) having an aggregate principal amount as set forth on Annex A hereto (the “Purchased Principal Amount”), at a purchase price payable in cash equal to % of the Purchased Principal Amount (such aggregate cash purchase price, the “Cash Purchase Price”).
The Subscription. Seritage hereby issues and delivers to SHC, and SHC hereby subscribes for, [—] unitized Rights, each with the right when exercised to purchase one Seritage Common Share from Seritage, subject to certain conditions and on the terms and in the manner described in “The Rights Offering” section of the Form S-11, the receipt of which Rights by SHC is hereby acknowledged.
The Subscription. (a) At or before the Closing, each of Company and Parent shall execute and deliver the Subscription Agreement.
(b) Upon the terms and subject to the conditions set forth in this Agreement and the Subscription Agreement, immediately following the completion of the Internal Transactions, on the Closing Date, but prior to the Effective Time, (i) Parent shall subscribe for the Subscription Amount of Company Common Stock and (ii) immediately following the Subscription, Company shall transfer to Outdoor Products, in exchange for shares of Outdoor Products Common Stock, the Contribution Amount.
(c) The number of shares of Outdoor Products Common Stock issued to Company pursuant to the Contribution (as defined in the Separation Agreement) shall equal (i) the number of shares of Company Common Stock outstanding on the Closing Date immediately following completion of the Internal Transactions (but excluding all shares of Company Common Stock to be canceled pursuant to Section 2.01(b) and all Appraisal Shares) minus (ii) the number of shares of Outdoor Products Common Stock outstanding at such time, such that the Merger Consideration distributed in accordance with Section 2.03 shall comprise all of the issued and outstanding shares of Outdoor Products Common Stock, all of which shall, immediately prior to such distribution, be held by Company.
The Subscription. 2.1 It is agreed by the Parties that the Investors are to subscribe for the entire Increased Registered Capital of RMB31 million of the Company under the terms and conditions of this Agreement, so as to acquire a 13.42% equity interest of the Company; out of such Increased Registered Capital, Sequoia intends to subscribe for RMB9,250,000 of the Increased Registered Capital with RMB1.85 billion, so as to acquire a 4.00% equity interest of the Company, Harvest intends to subscribe for RMB6,000,000 of the Increased Registered Capital with RMB1.2 billion, so as to acquire a 2.60% equity interest of the Company, Taiping intends to subscribe for RMB5,000,000 of the Increased Registered Capital with RMB1 billion, so as to acquire a 2.16% equity interest of the Company, Ronghui intends to subscribe for RMB3,500,000 of the Increased Registered Capital with RMB700 million, so as to acquire a 1.52% equity interest of the Company, Huasheng intends to subscribe for RMB1,000,000 of the Increased Registered Capital with RMB200 million, so as to acquire a 0.43% equity interest of the Company, Tiantu intends to subscribe for RMB500,000 of the Increased Registered Capital with RMB100 million, so as to acquire a 0.22% equity interest of the Company, Xinyue intends to subscribe for RMB500,000 of the Increased Registered Capital with RMB100 million, so as to acquire a 0.22% equity interest of the Company, Hengshi intends to subscribe for RMB5,000,000 of the Increased Registered Capital with RMB1 billion, so as to acquire a 2.16% equity interest of the Company, and Kuaile Weiyun intends to subscribe for RMB250,000 of the Increased Registered Capital with RMB50 million, so as to acquire a 0.11% equity interest of the Company. Suqian Limao and Suqian Dongtai do hereby declare to waive their right of first refusal to this Subscription.
2.2 After the completion of this Subscription, the equity structure of the Company will be as follows: Suqian Limao 16,000 69.26 % Suqian Dongtai 4,000 17.32 % Sequoia 925 4.00 % Harvest 600 2.60 % Taiping 500 2.16 % Ronghui 350 1.52 % Huasheng 100 0.43 % Tiantu 50 0.22 % Xinyue 50 0.22 % Hengshi 500 2.16 % Kuaile Weiyun 25 0.11 % Total 23,100 100 %
The Subscription. 2.1 On the terms and subject to the conditions of this Agreement, the Company agrees to allot and issue an aggregate of 10,000,000 Subscription Shares, and the Subscriber agrees to subscribe and pay for the Subscription Shares at the Issue Price, for an aggregate consideration of US$10,000,000.00 (the “Issue consideration”).
2.2 Subject to full payment by the Subscriber in accordance with Clause 5.1(a), the Subscription Shares shall be allotted and issued by the Company to the Subscriber in accordance with Clause 5.1(b) free from all claims, charges, liens and other Encumbrances whatsoever, except that they will not rank for any dividend, right, allotment or other distributions, the Record Date for which falls before the issue of such Subscription Shares.
