Subscription Shares. When the certificates evidencing the Subscription Shares have been delivered to Subscriber against payment therefor as provided in this Agreement, the Subscription Shares will be validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements. The Class A Common Shares issuable upon conversion of the Class B Subscription Shares have been reserved for issuance and upon their issuance, such Class A Common Shares will be duly authorized, validly issued, fully paid and non-assessable shares of the Company, free and clear of any and all security interests, pledges, liens, charges, claims, options, restrictions on transfer, preemptive or similar rights, proxies and voting or other agreements, or other encumbrances of any nature whatsoever, other than restrictions on transfer imposed by federal or state securities Laws and the Company’s Bye-laws, and the rights and restrictions contemplated by the Company Agreements. Assuming the accuracy of all representations and warranties of Subscriber set forth in Section 2.2, the offer and issuance by the Company of the Subscription Shares is exempt from registration under all applicable securities Laws, including the Securities Act of 1933, as amended (the “Securities Act”), and “blue sky” laws.
Subscription Shares. At the Closing, the Purchaser shall issue to the Seller 761,789,601 ordinary shares of the Purchaser (the “Subscription Shares”), representing approximately 26.5% of the all issued and outstanding ordinary shares of the Purchaser immediately after the Closing.
Subscription Shares. 100,000 newly issued Shares of the Issuer (“Subscription Shares”) at U.S.$4.00 per Share (“Subscription Price per Share”) (the product of such number of Subscription Shares and the Subscription Price per Share is the Subscriber’s “Aggregate Share Subscription Price”).
Subscription Shares. Subject to the terms and conditions of this agreement, the Issuer must allot and issue the Subscription Shares:
Subscription Shares on the Share Completion Date, (i) the Subscription Shares shall equate to 19.9% of the total issued Share capital of the Company; and (ii) the Subscriber will receive good, valid and incontestable title to the Subscription Shares free from any Security Interest;
Subscription Shares. Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe for, and the Company has conditionally agreed to allot and issue, 15,000,000 Subscription Shares, representing:
Subscription Shares. The Company agrees that the Subscription Shares will, when fully paid, rank pari passu in all respects with the other Shares in issue or to be issued by the Company on or prior to the Completion Date with the right to all dividends and other distributions declared or resolved to be paid at any time on or after the date of allotment.
Subscription Shares. Upon completion of this Agreement, the Subscription Shares will be duly and validly authorised and issued and, when fully paid up, will rank pari passu in all respects with the other issued Shares.
Subscription Shares. The number of shares of Common Stock to be subscribed for and purchased by the Trustee on behalf of WAT at each closing shall be calculated by dividing the applicable Subscription Amount by the applicable Adjusted Average Share Price, rounded to the nearest whole share, provided that, for purposes of this calculation and the definition of the term "Subscription Shares", the number of Subscription Shares shall in no event exceed the NYSE Maximum Permitted Number of Shares.
Subscription Shares. The Tranche 1 Subscription Shares shall be allotted and issued to the Subscriber on the Tranche 1 Completion Date (as defined below) on, inter alia, the following terms and conditions of the Subscription Agreement:
