Accelerated Issuance Sample Clauses
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Accelerated Issuance. (a) Upon the occurrence of a Redemption Event or a Liquidation Event as defined in the Shareholders Agreement, if any rights, preferences and privileges of the holder of the Series F-2 Preferred Share under the Shareholders Agreement and the Memorandum and Articles cannot be achieved due to the statutory requirements under any applicable laws, Warrant Holder shall be entitled to exercise the portion of Warrant held by it by paying the relevant Warrant Exercise Price in the form of issuing a promissory note at nil consideration, free of any interest, to the Company with a principal amount equal to the Warrant Exercise Price payable by such Warrant Holder (which principal amount shall be adjusted in accordance with the immediate below paragraphs (b) and (c)) and the Company shall issue the Warrant Holder such number of Warrant Shares that equals (x) the relevant Warrant Exercise Price, divided by (y) the Warrant Per-
Accelerated Issuance. In the event that the Board determines in good faith that it is in the best interests of the Company or any of its Subsidiaries to conduct an issuance which would otherwise be subject to this Section 3(c) on an accelerated basis (including, without limitation, an issuance required to cure or prevent a potential default under any financing documents that a Group Company may be party to), then such issuance shall be completed in compliance with the procedures set forth in this Section 3(c)(iv) (an “Accelerated Issuance”). In the context of an Accelerated Issuance, the relevant subscriber(s) participating in such Accelerated Issuance shall with effect from the date of such Accelerated Issuance be deemed to have been irrevocably offered for sale to the Shareholders (other than the relevant subscriber), and upon receipt of written acceptance of such offer from any Shareholder, shall be bound to sell such portions of the newly issued Securities as each such Shareholder would otherwise have been entitled to subscribe for, and at a price and upon terms no less favourable than those which each Shareholder would have been entitled to receive, had the issuance been effected in accordance with the Pre-emptive Right. An offer deemed to have been made pursuant to this Section 3(c)(iv) shall be capable of acceptance (in whole or in part) by a Shareholder until the earlier of (a) the date falling forty- five (45) days following the date of such offer, and (b) the date on which such Shareholder has unequivocally waived his Pre-Emptive Right in respect of such issuance in writing (such date referred to in (a) or (b), the “Expiry Date”). The relevant subscriber(s) participating in such Accelerated Issuance shall not exercise any voting rights attributable to such newly issued Securities until the earlier of (i) the completion of the secondary sales contemplated by this Section 3(c)(iv) and (ii) the Expiry Date.
Accelerated Issuance. Notwithstanding anything to the contrary set forth herein, and consistent with Section 3.5 hereof, neither Purchaser nor Parent shall be obligated to pay or issue, and Seller shall have no right to elect to receive, any shares of Parent Common Stock or other equity securities as payment of, or in lieu of, any portion or all of the First Installment Payment in excess of 19.99% of issued and outstanding shares of Parent Common Stock as of the date of such issuance without first obtaining approval of Parent’s stockholders.”