Issuance of Class B Ordinary Shares Sample Clauses

Issuance of Class B Ordinary Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company 58,453,168 Class B Ordinary Shares (the “Subscribed Shares”) at a subscription price of US$0.0532 per Class B Ordinary Share, being the average closing price per ordinary share for the 30 trading days preceding the date of this Agreement, and for an aggregate consideration of US$3,109,708.54 (the “Consideration Amount”).
Sample 1
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Issuance of Class B Ordinary Shares. As soon as possible following the date hereof and in no event later than the second (2nd) Business Day after the date hereof, the Company shall, and the Founder shall cause the Company to,
Sample 1
Issuance of Class B Ordinary Shares. Subject to the terms and conditions hereof and in consideration of the purchase price set forth opposite the name of the relevant Investor under the column “Purchase Price” in Schedule I-A (such purchase price with respect to each such Investor, the “Purchase Price”), the Company hereby agrees to issue and sell to each of the Investors listed in Schedule I-A (collectively, the “USD Investors” and each, a “USD Investor”), and each USD Investor hereby agrees to purchase from the Company that number of CLASS B Ordinary Shares set out opposite its name on the column of “Original Number of Purchased Shares” of Schedule I-A, at a price of US$ 0.32521803 per share with respect to all USD Investors.
Sample 1

Related to Issuance of Class B Ordinary Shares

  • Issuance of Class A Ordinary Shares on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Class A ordinary shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A ordinary share, the Company shall round down to the nearest whole number, the number of Class A ordinary shares to be issued to such holder.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Issuance of Common Shares The Common Shares have been duly authorized and, upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable, free from all taxes, liens, claims, encumbrances, and charges with respect to the issuance thereof, will not be subject to preemptive rights or other similar rights of stockholders of the Company, and will not impose personal liability on the holders thereof.

  • Issuance of Ordinary Shares As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the Ordinary Shares underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful.

  • Issuance of Parent Shares In consideration for the contribution, assignment, transfer and delivery of the Rollover Shares to Merger Sub pursuant to Section 3.2 of this Agreement, Parent shall issue Parent Shares in the name of the Rollover Shareholder (or, if designated by the Rollover Shareholder in writing, in the name of an Affiliate of the Rollover Shareholder) in the amount set forth opposite the Rollover Shareholder’s name under the column titled “Parent Shares” on Schedule A hereto. Upon issuance of Parent Shares to the Rollover Shareholder at the Closing, Parent shall deliver to the Rollover Shareholder a complete copy of the updated register of members of Parent, certified by the registered office provider of Parent, evidencing the Rollover Shareholder’s ownership of the Parent Shares issued to the Rollover Shareholder and other shareholders of Parent. The capitalization table of Parent immediately after the Closing is shown on Schedule B attached hereto. The Rollover Shareholder hereby acknowledges and agrees that (a) the value of the Parent Shares issued to the Rollover Shareholder is equal to (x) the total number of Rollover Shares contributed by the Rollover Shareholder multiplied by (y) the per share merger consideration under the Merger Agreement, (b) issuance of such Parent Shares to the Rollover Shareholder shall constitute complete satisfaction of all obligations towards or sums due to the Rollover Shareholder by Parent with respect to the Rollover Shares and (c) on receipt of such Parent Shares, the Rollover Shareholder shall have no right to the merger consideration with respect to the Rollover Shares.

  • Conversion of Shares Exchange of Certificates Section 2.1 Effect on Capital Stock. 3 Section 2.2 Exchange of Certificates. 4 Section 2.3 Treatment of Company Options, Company RSU Awards and Company Restricted Shares. 6 ARTICLE III

  • Issuance of Common Stock FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 113,636 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 242,529 shares of Common Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 8,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve 404,216 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

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