Agreement for sale and purchase of securities in CBL Corporation Limited Sample Clauses

Agreement for sale and purchase of securities in CBL Corporation Limited. This is a summary of the key terms of the agreement for sale and purchase of securities in CBL Corporation Limited for the purposes of clause 54 of Schedule 3 of the Financial Markets Conduct Regulations 2014. Contract description Agreement for sale and purchase of shares in CBL Corporation Limited (Agreement). Parties’ names CBL Corporation Limited (Company) CBLNZ Limited (Purchaser) All the shareholders of the Company (Vendors) Subject matter Each Vendor agrees to sell, the Purchaser agrees to purchase, certain shares in the Company (Sale Securities) on completion under the Agreement (Completion). Guarantee None Governing law New Zealand Date of contract 4 September 2015 Key financial provisions The purchase price per Sale Security shall be the amount that is equal to the final price, being the price per ordinary share that successful bidders will pay under the initial public offering of the Company (Offer), (Final Price). The purchase price for all the Sale Securities shall be the amount that is equal to the Final Price multiplied by the number of Sale Securities. Each Vendor agrees that payment of the purchase price to that Vendor will occur within 5 business days after the transfer and allotment of shares under the Offer. Pending such payment, the purchase price will constitute a debt outstanding from the Purchaser to the relevant Vendor. Where there are shareholder loans in place, such that a shareholder of the Company owes the Company funds, the purchase price due to any Vendor will be paid first to the Company to satisfy any outstanding loan amount and second to the Vendor. Brokerage or fees in relation to the Sale Securities will be paid by the Company, and will not be deducted by the Purchaser from the aggregate purchase price that is paid to each Vendor. Conditions Completion of the sale and purchase of the Sale Securities is conditional on: (a) the Company and the Purchaser having approved the Final Price; (b) the Purchaser being able to, and resolving to, transfer the Sale Securities under and in accordance with the Offer; and (c) the Company being able to, and resolving to, allot shares under and in accordance with the Offer. Conditions may only be waived in writing by the Company and the Purchaser. Conditions waived will be deemed satisfied. Termination rights If a condition is not satisfied on or before 30 November 2015, or such other date that the parties agree in writing, then the Agreement may be terminated by written notice given by the...
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Related to Agreement for sale and purchase of securities in CBL Corporation Limited

  • Restriction on Sale of Securities (i) During a period of 60 days from the date of the Prospectus, the Company will not, without the prior written consent of the Underwriter directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, (D) any shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to generally in the Registration Statement, the General Disclosure Package and the Prospectus, including shares of Common Stock registered on any registration statement on Form S-8 under the 1933 Act with respect to the foregoing, or (E) any shares of Common Stock issued by the Company to owners of businesses which the Company may acquire in the future, whether by merger, acquisition of assets or capital stock or otherwise, as consideration for the acquisition of such businesses or to management employees of such businesses in connection with such acquisitions; provided that no more than an aggregate of 10% of the number of shares of Common Stock outstanding as of the Closing Time are issued as consideration in connection with all such acquisitions; provided further, that the Underwriter receive a signed lock up agreement in substantially the form of this Section 3(g)(i) for the balance of the 60-day restricted period (including any 18-day extension thereof as provided for in Section 3(g)(iii)) from the recipients receiving Common Stock in connection with such acquisitions, including such shares registered on Form S-4 under the 1933 Act.

  • Adoption of Subsequent Orders to Incorporate Terms That a State Mortgage Regulator, if deemed necessary under the laws and regulations of the corresponding Participating State, may issue a separate administrative order to adopt and incorporate the terms and conditions of this Agreement. A State Mortgage Regulator may sua sponte issue such subsequent order without the review and approval of Respondent provided the subsequent order does not amend, alter, or otherwise change the terms of the Agreement. In the event a subsequent order amends, alters, or otherwise changes the terms of the Agreement, the terms of the Agreement, as set forth herein, will control.

  • CANCELLATION OF NOTES, COUPONS AND TALONS 11.1 All Notes which are redeemed, all Global Notes which are exchanged in full, all Coupons which are paid and all Talons which are exchanged shall be cancelled by the Paying Agent by which they are redeemed, exchanged or paid. In addition, the Issuer shall immediately notify the Agent in writing of all Notes which are purchased on behalf of the Issuer or any of its Subsidiaries and all such Notes surrendered to a Paying Agent for cancellation, together (in the case of Definitive Notes) with all unmatured Coupons or Talons (if any) attached to them or surrendered with them, shall be cancelled by the Paying Agent to which they are surrendered. Each of the Paying Agents shall give to the Agent details of all payments made by it and shall deliver all cancelled Notes, Coupons and Talons to the Agent or as the Agent may specify.

  • REPLACEMENT OF NOTES, COUPONS AND TALONS Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

  • Redemption or Repurchase of Securities As disclosed in Schedule B, the Company may repurchase or redeem the Securities subject to certain conditions.

  • Designation of Representative The Director of Public Works or the Director’s authorized representative is hereby designated as the City’s representative with respect to the work to be performed under this Agreement. Said representative shall have complete authority to transmit instructions, receive information, and interpret and define the City’s policies and decisions with respect to the services of the Consultant.

  • Incorporation of Recitals The recitals hereto are incorporated herein as part of this Agreement.

  • Note for Victorian customers In Victoria, a retailer must obtain a customer’s ‘explicit informed consent’ to base the customer’s bill on an estimation, unless the meter cannot be read or the metering data is not obtained.

  • Designation of Representatives The District’s Representative is: Name and Contact Information The Contractor’s Representative is: Name and Contact Information A party may change its designated representative upon 30 days written notice to the other party.

  • Registration of Notes The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

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