SUBSCRIPTION AND COMPLETION Sample Clauses
SUBSCRIPTION AND COMPLETION. 2.1 APL in reliance upon the representations warranties undertakings agreements and covenants referred to in this Agreement hereby agrees and undertakes to Subscribe for the Subscription Shares at the Subscription Share Price subject to the Articles and the terms and conditions contained in this Agreement. [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(i) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(ii) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(iii) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(iv) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(v) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(vi) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
(vii) [PORTION OMITTED FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (The First Payment, Second Payment, Third Payment, Fourth Payment, Fifth Payment, Sixth Payment and the Seventh Payment shall hereinafter collectively be known as "Payments".) (The First Allotment, Second Allotment, Third Allotment, Fourth Allotment, Fifth Allotment, Sixth Allotment and the Seventh Allotment shall hereinafter collectively be known as "Allotments".) Prior to any of the relevant Payments being made by APL to CDK in respect of any of the relevant Allotments described above, CDK shall send to APL (by way of fax and overnight courier) a copy of the relevant written instructions to the relevant transfer agent or share registrar to issue the Subscription Shares to be allotted to APL along with the relevant written confirmation of the transfer agent or share registrar in respect of such issue instructions relating to the issue of Subscription Shares to APL. Upon receipt of the fax, APL shall deliver to CDK within one (1) business day the respective Payment by way of a wire (or telegraphic transfer) of immediately available funds to the CDK bank account as directed by CDK by a fax or email of wire instructions thereof.
2.3 Completion of the First Allotment shall take place promptly upon execution of this Agreement or at such other time and p...
SUBSCRIPTION AND COMPLETION. 2.1 Subject to the terms and conditions of this Agreement, Authoriszor shall make the Initial Subscription on Completion.
2.2 The Shareholders hereby waive all rights of pre-emption (if any) that they may have now or at Completion over the Shares the subject of the Subscription to which they may be entitled under the Articles of Association of the Company or otherwise.
2.3 The Shareholders and Company agree that any sums due to the Company pursuant to the Subscription shall be paid by Authoriszor to the Shareholders' Solicitors whose receipt shall constitute a full discharge of Authoriszor's obligations to make any such payment.
2.4 Completion shall take place at the office of the Authoriszor's Solicitors when each of the events set out in Clause 2.5 shall occur.
SUBSCRIPTION AND COMPLETION. 2.1 APL in reliance upon the representations warranties undertakings agreements and covenants referred to in this Agreement hereby agrees and undertakes to Subscribe for the Subscription Shares at the Subscription Share Price subject to the Articles and the terms and conditions contained in this Agreement.
2.2 The aggregate Subscription Share Price for the Subscription Shares is US$900,000.00 and shall be satisfied by the issue and allotment by CDK of the Subscription Shares as follows :- (The Subscription Shares shall be allotted and issued credited as fully paid and on terms that they will rank pari passu in all respects with the chartered rights (i.e. memorandum and articles of association and bye-laws of CDK) with the shares of common stock in CDK in issue as at the date hereof )
(i) Upon the signing of this Agreement the sum of US$100,000.00 shall be paid by APL to CDK ("First Payment") for the issue and allotment by CDK of 200,000 of the Subscription Shares ("First Allotment").
(ii) On or before 30 December 1999 the sum of US$150,000.00 shall be paid by APL to CDK ("Second Payment") for the issue and allotment by CDK of 300,000 of the Subscription Shares ("Second Allotment").
(iii) On or before 28 January 2000 the sum of US$150,000.00 shall be paid by APL to CDK ("Third Payment") for the issue and allotment by CDK of 300,000 of the Subscription Shares ("Third Allotment").
(iv) On or before 29 February 2000 the sum of US$150,000.00 shall be paid by APL to CDK ("Fourth Payment") for the issue and allotment by CDK of 300,000 of the Subscription Shares ("Fourth Allotment").
(v) On or before 30 March 2000 the sum of US$150,000.00 shall be paid by APL to CDK ("Fifth Payment") for the issue and allotment by CDK of 300,000 of the Subscription Shares ("Fifth Allotment").
(vi) On or before 28 April 2000 the sum of US$150,000.00 shall be paid by APL to CDK ("Sixth Payment") for the issue and allotment by CDK of 300,000 of the Subscription Shares ("Sixth Allotment").
(vii) On or before 30 May 2000 the sum of US$50,000.00 shall be paid by APL to CDK ("Seventh Payment") for the issue and allotment by CDK of 100,000 of the Subscription Shares ("Seventh Allotment"). (The First Payment, Second Payment, Third Payment, Fourth Payment, Fifth Payment, Sixth Payment and the Seventh Payment shall hereinafter collectively be known as "Payments".) (The First Allotment, Second Allotment, Third Allotment, Fourth Allotment, Fifth Allotment, Sixth Allotment and the Seventh Allot...
SUBSCRIPTION AND COMPLETION. 2.1 The persons referred to in sub-clauses 2.2(h)(i)(A) to (G) inclusive agree, severally and not jointly:
(a) to subscribe for the shares set against their respective names in those sub-clauses on and with effect from completion of this Agreement; and
(b) to pay to the Company the subscription monies set against their respective names in sub-clauses 2.2(b) to (g) inclusive as and when due.
2.2 After execution of this Agreement:
(a) ESG Re shall immediately procure the passing at a Special General Meeting of the Company of the Special Resolution for the purpose, inter alia, of increasing the share capital of the Company, creating the new classes of Shares adopting the Bye-Laws and appointing two new Directors, as set out in Schedule 2;
(b) HMI shall, on or before 8 September 2000, pay to the Company by telegraphic transfer the amount of US$1,950,000 and shall, on or before 29 September 2000, p to the Company by telegraphic transfer a further amount of US$1,000,000;
(c) HPS shall, on or before 8 September 2000, pay to the Company the amount of US$50,000;
(d) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall, on or before 8 September 2000, pay to the Company the amount of US$4,000;
(e) ▇▇▇▇ ▇▇▇▇▇▇ shall, on or before 8 September 2000, pay to the Company the amount of US$2,000; (f) ▇▇▇▇▇▇▇▇ ▇▇▇▇ shall, on or before 8 September 2000, pay to the Company the amount of US$2,000;