The Subscription Agreement. The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
The Subscription Agreement. Parties and Date: Date: 7 August 2014 (after trading hours) Issuer: The Company Obligors: The Company and Xx. XXX Xxx Subscribers: Original Bondholders To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, each of the Original Bondholder and its ultimate beneficial owner is an Independent Third Party.
The Subscription Agreement. Pursuant to the Subscription Agreement, Bliss Ally has agreed to subscribe for, and the Target Company has agreed to allot and issue, the Subscription Shares. The Subscription Shares represent 20% of the enlarged total issued share capital of the Target Company upon Completion.
The Subscription Agreement. Pursuant to the Subscription Agreement, the Parent has agreed to issue and Beacon has agreed to purchase a number of the Parent's ordinary shares determined by dividing the Euro equivalent of $87 million by the average 20-trading day market price of the Parent's ordinary shares immediately prior to the date of the Subscription Agreement, adjusted to take into account the dilution resulting from the Rights Offering. The obligation of Beacon to purchase the shares is conditioned upon, among other things, the (a) accuracy at the closing date of the Subscription Agreement of the representations and warranties made by the Parent in the Subscription Agreement, (b) performance by the Parent on or prior to the closing date of all obligations and compliance with all covenants contained in the Subscription Agreement, (c) consummation by the Parent of the Rights Offering and the receipt of gross proceeds therefrom of at least 75 million Euros, (d) absence of any order, law, rule or regulation prohibiting or restricting the subscription of shares by Beacon or any proceeding before any governmental authority of similar effect, (e) completion of all necessary actions to register the shares on the Paris Bourse (other than actions that, by their terms, must occur after the closing), (f) approval by the Parent's stockholders of the capital increase necessitated by the Subscription Agreement and waiver of the stockholders' preemptive rights, (g) expiration of the Offer and satisfaction or waiver of all conditions thereto, except the condition relating to the Parent having sufficient funds to consummate the Offer, (h) payment of a financial advisory fee to Beacon by the Parent, (i) election of Beacon's two nominees to the Parent's Board of Directors, (j) absence of any order enjoining or restraining the transactions, and (k) absence of any amendment or waiver of the material terms of the Parent's syndicated credit facility or bridge loan facility. In addition, the Parent has agreed that, among other things, it (a) will not, without the prior written consent of Beacon, raise the Per Share Amount in the Offer and the Merger, (b) will use its best efforts to obtain gross proceeds of at least 90 million Euros, before payment of underwriters fees and commission, under the Rights Offering, (c) will, except as consented to in writing by Beacon, conduct its business in the ordinary course and not enter into certain extraordinary transactions during the period from October 23, 1999 t...
The Subscription Agreement. On 28 December 2022, the Investor, Top Global Limited (“TGL”), ZACD LV Development Fund (the “Sub-Fund”) and the Manager entered into the Subscription Agreement, pursuant to which TGL has subscribed 14.11% of the Sub-Fund Size in the La Ville Project at a total capital contribution amount of S$6,349,206. A brief summary of the Subscription Agreement, the relevant private placement memorandum (“PPM”) and the Supplement are set out below:
The Subscription Agreement. This Subscriber Agreement ("Agreement") is a contract under which we agree to provide and you agree to accept our Services. In addition to these Terms and Conditions of Service ("T&Cs"), there may be other Agreements including, but not limited to, the detailed plan or other information on Services we provide or refer you to during the sales transaction, any confirmation materials we may provide you, and Early Termination Fees if applicable. It is important that you carefully read ALL terms of this Agreement and any other Agreement you sign or accept.
The Subscription Agreement. The Purchased Services shall be provided by Service Provider to Customer after the conclusion of the Subscription Agreement on terms and conditions described in the Subscription Agreement.
The Subscription Agreement. On 9 April 2013 after the trading hours of the Stock Exchange, the Company entered into the Subscription Agreement with the Subscriber whereby the Company conditionally agreed to allot and issue and the Subscriber conditionally agreed to subscribe for 60,000,000 new Shares, at the Subscription Price of HK$0.55 per new Share.
The Subscription Agreement. Date 5 August 2016 (after trading hours) Parties Xxxxxx Wo (Hunan): Xxxxxx Wo (Hunan) Property Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company The Subscriber: Silver Ridge International Limited, a company incorporated in the British Virgin Islands The Subscriber is a company incorporated in the British Virgin Islands on 8 February 2016. The principal business activity of the Subscriber is investment holding. To the best knowledge, information and belief of the Directors having made all reasonable enquiry, the Subscriber and its ultimate beneficial owners are third parties independent of the Company and its connected persons. Subject matter of the Transaction Subject to the fulfilment of the Conditions Precedent and on Completion, the Subscriber shall subscribe or procure its subsidiary or nominee to subscribe for the Subscription Shares in cash at the Subscription Price and Xxxxxx Wo (Hunan) shall, upon receipt to the Subscription Price, allot and issue the Subscription Shares, i.e. 63 shares of Xxxxxx Wo (Hunan), at the Subscription Price, to the Subscriber or its subsidiary or nominee, which, upon the allotment and issuance of the same, will represent 63% of the Enlarged Issued Share Capital of Xxxxxx Wo (Hunan). The Subscription Shares are not subject to any restriction on subsequent sale upon issue. Consideration The subscription price for the Subscription Shares is HK$200,000,000 (the “Consideration”), which shall be settled by the Subscriber in cash on Completion. The Consideration was arrived at after arm’s length negotiations between the parties with reference to
The Subscription Agreement. Date 22 December 2016 (after trading hours) Parties Issuer: The Company Subscriber: Gold China Enterprises Co., Ltd. The Subscription Pursuant to the Subscription Agreement, the Subscriber has conditionally agreed to subscribe 60,000,000 Subscription Shares at HK$0.26 per Subscription Share, representing approximately 3.29% of the issued share capital of the Company as at the date of this announcement, and approximately 3.19% of the issued share capital as enlarged by the issue of the Subscription Shares (assuming that there will be no change in the issued share capital of the Company between the dates of the Subscription Agreement and Completion save for the issue of such Subscription Shares).
