The Subscription Agreement Clause Samples

The Subscription Agreement. On 14 March 2024 (after trading hour), the Company entered into the Subscription Agreement in relation to conditionally acquire an aggregate of 133,333,334 Black Cat Shares at an aggregate consideration of AUD$30.0 million (equivalent to approximately HK$155.5 million) representing approximately 30.2% of the issued share capital of Black Cat at a price of AUD$0.225 per Black Cat Share, using the proceeds from the potential subscription of new shares under the General Mandate.

The Subscription Agreement. The Subscription Agreement and the Transfer and Assignment of Securities Subscription Agreement have been duly authorized, executed and delivered by the Company, Oaktree Acquisition Holdings III LS, L.P. and the Sponsor, as applicable, and is a valid and binding agreement of the Company, Oaktree Acquisition Holdings III LS, L.P. and the Sponsor, enforceable against the Company, Oaktree Acquisition Holdings III LS, L.P. and the Sponsor in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

The Subscription Agreement. The Subscription Agreement has been duly authorized, executed and delivered by the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor, and is a valid and binding agreement of the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor, enforceable against the Company and, to the knowledge of the Company after reasonable inquiry, the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

The Subscription Agreement. Date Parties

The Subscription Agreement. The principal terms of the Subscription Agreement are as follows: Date: 10th July, 2018 (a) ▇▇▇▇▇▇▇▇ as subscriber; and (b) EISAL as the issuer of new ordinary shares (“EISAL Shares”)

The Subscription Agreement. On 24 May 2019, Pine International, a wholly-owned subsidiary of the Company, entered into the Subscription Agreement pursuant to which, Pine International agreed to invest in Panorama for a capital commitment of HK$55 million. Panorama is one of the investors of a consortium established by GCP to purchase 65% of Henglilong which owns 100% beneficial interest in the Cityplaza Properties. The other investors in the consortium consisted of (a) investment funds controlled by GCP and (b) Traveluck which is owned and controlled by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (executive director of the Company). Upon completion of the transaction, Pine International will hold 0.9% indirect interest in the Cityplaza Properties. Unless the offer by Pine International to invest in Panorama is rejected by the general partner of Panorama, the Subscription Agreement may not be cancelled, terminated or revoked by Pine International. The management, control, decision-making and operation of Panorama will be made by its general partner which is controlled by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ (executive directors of the Company).

The Subscription Agreement. Pursuant to the Subscription Agreement, the Parent has agreed to issue and Beacon has agreed to purchase a number of the Parent's ordinary shares determined by dividing the Euro equivalent of $87 million by the average 20-trading day market price of the Parent's ordinary shares immediately prior to the date of the Subscription Agreement, adjusted to take into account the dilution resulting from the Rights Offering. The obligation of Beacon to purchase the shares is conditioned upon, among other things, the (a) accuracy at the closing date of the Subscription Agreement of the representations and warranties made by the Parent in the Subscription Agreement, (b) performance by the Parent on or prior to the closing date of all obligations and compliance with all covenants contained in the Subscription Agreement, (c) consummation by the Parent of the Rights Offering and the receipt of gross proceeds therefrom of at least 75 million Euros, (d) absence of any order, law, rule or regulation prohibiting or restricting the subscription of shares by Beacon or any proceeding before any governmental authority of similar effect, (e) completion of all necessary actions to register the shares on the Paris Bourse (other than actions that, by their terms, must occur after the closing), (f) approval by the Parent's stockholders of the capital increase necessitated by the Subscription Agreement and waiver of the stockholders' preemptive rights, (g) expiration of the Offer and satisfaction or waiver of all conditions thereto, except the condition relating to the Parent having sufficient funds to consummate the Offer, (h) payment of a financial advisory fee to Beacon by the Parent, (i) election of Beacon's two nominees to the Parent's Board of Directors, (j) absence of any order enjoining or restraining the transactions, and (k) absence of any amendment or waiver of the material terms of the Parent's syndicated credit facility or bridge loan facility. In addition, the Parent has agreed that, among other things, it (a) will not, without the prior written consent of Beacon, raise the Per Share Amount in the Offer and the Merger, (b) will use its best efforts to obtain gross proceeds of at least 90 million Euros, before payment of underwriters fees and commission, under the Rights Offering, (c) will, except as consented to in writing by Beacon, conduct its business in the ordinary course and not enter into certain extraordinary transactions during the period from October 23, 1999 t...

The Subscription Agreement. Date Parties Subject matter of the Transaction Consideration

The Subscription Agreement. On 28 December 2022, the Investor, Top Global Limited (“TGL”), ZACD LV Development Fund (the “Sub-Fund”) and the Manager entered into the Subscription Agreement, pursuant to which TGL has subscribed 14.11% of the Sub-Fund Size in the La Ville Project at a total capital contribution amount of S$6,349,206. A brief summary of the Subscription Agreement, the relevant private placement memorandum (“PPM”) and the Supplement are set out below: (a) Parties Top Global Limited, as the Investor; the Fund, the Sub-Fund and the Manager (b) Subscription amount and percentage TGL agreed to subscribe 14.11% of the Sub-Fund, at a capital contribution amount of S$6,349,206. (c) Sub-Fund ZACD LV Development Fund (Registration Number: T20VC0095G-SF003), a sub-fund within ZACD Capital Partners VCC, a variable capital company incorporated as an umbrella VCC under the laws of Singapore. (d) The Fund ZACD Capital Partners VCC (UEN: T20VC0095G) is a company incorporated as an umbrella Singapore variable capital company ("VCC") on 28 July 2020 and its entire nominal ordinary share capital is indirectly wholly-owned by the Company. (e) The Manager ZACD Capital Pte. Ltd., a company incorporated under the laws of Singapore with limited liability on 25 October 2011, and a direct wholly-owned subsidiary of the Company and a member of the Group. (f) The Sponsor ZACD Fund Holdings Pte. Ltd., a company incorporated under the laws of Singapore with limited liability on 15 March 2017, and a direct wholly-owned subsidiary of the Company and a member of the Group. (g) Capital Commitments Means, with respect to an investor, the capital for the time being committed to the Sub-Fund by the investor or as the case may be, the investor for the subscription of Participating Shares (including such capital which has been drawn down and for such Participating Shares have been issued) or Convertible Loan Interests (as the case may be). (h) Capital Contribution Means, in respect to each investor, the amount of capital contributed to the Sub-Fund from time to time by that investor, subject to the provisions of the Subscription Agreement. (i) Participating Shares The non-voting participating non-redeemable (at the option of the holder) shares of such Class or sub-Class in the capital of the Fund in respect of a particular Sub-Fund, issued subject to and in accordance with the provisions of the VCC Act and the Constitution, and having the rights and being subject to the restrictions as provided for under the...