Issuance and Subscription. (a) In connection with the Subscription Agreement and in consideration of the Purchase Price to be paid by Investor set forth in the Subscription Agreement, FEAC (or after the Assumption, Newco) agrees to issue and sell and Investor agrees to subscribe for and purchase, on the Closing Date following the Can Merger Sub Share Sale and contingent upon the completion of each element of the Transactions (as defined in the Subscription Agreement) (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, an additional [•] Ordinary Shares (or after the Assumption, Newco Common Shares, the “Additional Shares”) and [•] FEAC warrants (which shall be on terms substantially similar to the terms of the FEAC Public Warrants, the “FEAC PIPE Warrants”) or after the Assumption, warrants of Newco (which shall be on terms substantially similar to the FEAC PIPE Warrants, as adjusted for a Canadian public company, the “Newco Warrants” and, together with the Additional Shares, the “Additional Securities”), in each case on the terms and subject to the conditions set forth in the Subscription Agreement and this Agreement, resulting in an aggregate amount of [•] Ordinary Shares (or after the Assumption, Newco Common Shares) and [•] FEAC PIPE Warrants (or after the Assumption, Newco Warrants) to be issued and sold by FEAC (or after the Assumption, Newco) to Investor in consideration of the Purchase Price to be paid by Investor.
Issuance and Subscription. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing:
Issuance and Subscription. (a) On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article VI, at the Closing, each Investor shall subscribe for and purchase from the Company, and the Company shall issue and sell to such Investor, such Investor’s Applicable Subscribed Shares for an aggregate subscription equal to such Investor’s Applicable Subscription Price, which for the avoidance of doubt shall in all cases represent a subscription price per Subscribed Share equal to US$0.8125 (the “Per Share Subscription Price”).
Issuance and Subscription. Subject to the terms and conditions hereof, the Company agrees to issue to the Investor, and the Investor agrees to subscribe for 75,000,000 Shares at a subscription price of US$1.899 per share (representing the average closing sale price of the Shares during the twenty consecutive trading day period immediately preceding the date hereof) for an aggregate amount of US$142,425,000 (the “Subscription Sum”). The Shares issued by the Company and subscribed for by the Investor pursuant to this Agreement are referred to as the “Subscription Shares”.
Issuance and Subscription. 4.1. In consideration of the FEAC Shareholder’s performance of its obligations described herein, FEAC (or after the Assumption, Newco) agrees to issue and sell and the FEAC Shareholder agrees to subscribe for, on the Closing Date following the Can Merger Sub Share Sale and contingent upon the completion of each element of the Transactions (other than those Transactions that are scheduled to be completed following the Amalgamation Closing), including the substantially concurrent occurrence of the Amalgamation Closing, an additional [•] FEAC Class A Shares (or after the Assumption, Newco Shares, the “Additional Shares”) and [•] FEAC warrants (which shall be on terms substantially similar to the terms of the FEAC Public Warrants, the “FEAC PIPE Warrants”) or after the Assumption, warrants of Newco (which shall be on terms substantially similar to the FEAC PIPE Warrants, as adjusted for a Canadian public company, the “Newco Warrants” and, together with the Additional Shares, the “Additional Securities”), in each case on the terms and subject to the conditions set forth in this Agreement. Each of the Parties hereto acknowledges and agrees that the Additional Securities will be issued in accordance with the terms of this Agreement and pursuant to the Plan of Arrangement.
Issuance and Subscription. 1.1 Subject to the stipulations of this Contract, the Issuer promises to issue and the Initial Subscriber promises to subscribe to and to pay for on July 13, 2005 (the “SETTLEMENT DATE”) 5000 Bonds, bearing interest from the Settlement Date, at a price (the “SUBSCRIPTION PRICE”) equivalent to (a) 100 per cent of the total value of the Bonds, or E10,000 per bond (the “ISSUE PRICE”) less (b) the commissions cited in Article 3 that may be deducted from the funds paid for the Bonds subscribed.
Issuance and Subscription. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Investor severally and not jointly agrees to subscribe for and purchase, and the Company agrees to allot and issue to each Investor, the number of Series A Preferred Shares identified on Schedule 2.01 under the heading “Total Subscription Shares” (collectively, the “Subscription Shares” and, in respect of each Investor, such Investor’s “Subscription Shares”) across from such Investor’s name.
Issuance and Subscription. Subject to the terms and conditions in this Agreement, the Investors agree to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Investors at the Closing, an aggregate of 7,500,000 Series A Preferred Shares for an aggregate purchase price of US$30,000,000 (the “Purchase Price”), with each Investor buying the amount of Series A Preferred Shares and paying the purchase price therefor as set forth in the table below. The Series A Preferred Shares to be purchased by the Investors at the Closing pursuant to this Agreement are referred to in this Agreement as the “Closing Shares”. The Closing Shares owned by the Investors shall represent 11.5385% of the fully diluted share capital of the Company immediately after the Closing, including, without limitation, any Ordinary Shares or Ordinary Share Equivalents issued under the ESOP and with fractional shares rounded up, as set forth in the Capitalization Table attached as Schedule 2 hereto. Investors Purchase Price Number of Closing Shares Dynasty US$ 29,750,000 7,437,500 Swift Rise US$ 250,000 62,500 TOTAL US$ 30,000,000 7,500,000
Issuance and Subscription. Upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to each Investor, and each Investor agrees to purchase from the Company and subscribe for, a number of Series B Shares (such Investor’s “Purchased Shares”) set forth opposite its name in Schedule 1.01. Each Investor shall pay, as provided in Section 2.02, its Purchase Price in exchange for its Purchased Shares.
Issuance and Subscription. Subject to the terms and conditions of this Agreement, (i) WS agrees to subscribe for and purchase from the Company and the Company agrees to allot, issue and sell to WS 9,438,220 Class B Ordinary Shares at an aggregate purchase price of US$18,054 (the “WS Purchase Price”), and (ii) CISG agrees to subscribe for and purchase from the Company and the Company agrees to allot, issue and sell to CISG 513,333,767 Class B Ordinary Shares at an aggregate purchase price of US$981,946 (the “CISG Purchase Price”). The Class B Ordinary Shares issued to WS and CISG pursuant to this Agreement shall be hereinafter referred to as the “WS Shares” and the “CISG Shares”, respectively, and collectively, the “Sale Shares”.
