The Subscription Shares Sample Clauses

The Subscription Shares. The Subscription Shares have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued and will be fully paid and nonassessable and will conform to the descriptions thereof in the Prospectus; and the issuance of the Subscription Shares is not subject to any preemptive or similar rights.
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The Subscription Shares. Pursuant to the Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 100,000,000 new Shares, which represents: • 6.13% of the existing issued share capital of the Company; and • 5.78% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Subscription Shares will be issued pursuant to the General Mandate and is not subject to further Shareholders’ approval. As at the date of this announcement, no Share has been allotted, issued and dealt with pursuant to the General Mandate. The Subscription Shares, when fully paid, will rank pari passu in all respects with all the Shares in issue on the date of completion of the Subscription. The Subscription Price is HK$0.3 per Subscription Share and is to be paid in cash by two instalments as follows:
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The Subscription Shares. 3.1 The Company has the full authority and power to issue the Subscription Shares in the manner contemplated by this Agreement. 3.2 Upon issue of the Subscription Shares to the Subscriber in accordance with this Agreement, the Subscription Shares shall be duly authorized and validly issued (in Dutch: uitgegeven). Upon the completion of the transfer of the NewCo Shares to the Company, the Subscription Shares shall be fully paid (in Dutch: volgestort). 3.3 The Subscription Shares shall be issued and allotted free of any Encumbrance other than (in respect of the Initial Pledge Shares) the pledge created by the Deed of Pledge.
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The Subscription Shares. The Subscription Shares, when allotted and issued, shall be free from all claims, charges, liens and other encumbrances and shall rank pari passu in all respects with the existing ordinary Shares in the issued share capital of the Company as at the date of issue of the Subscription Shares, except for any dividends, rights, distributions, allotments or other entitlements the record date of which falls before such date of issue. The Company will, if necessary, scale down the subscription for the Subscription Shares to avoid placing the Subscriber and parties acting in concert (as defined under the Singapore Code on Take-overs and Mergers (the “Code”) with him (if any) in the position of incurring a mandatory general offer obligation under the Code as a result of the Proposed Acquisition not being approved by the Shareholders at the EGM to be convened and/or the Proposed Acquisition not completing for any reason whatsoever and/or the Consideration Shares not being allotted and issued to the Vendor (or such persons as persons designated by the Vendor) (the “Scaleback Arrangement”). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is not approved by Shareholders at the EGM and/or that the Proposed Acquisition does not complete, for any reason (the “Minimum Subscription Scenario”), the Company will allot and issue 201,100,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 27.00% of the Existing Share Capital and approximately 20.07% of the enlarged share capital of the Company immediately after the completion of the Proposed Subscription and the Proposed Share Issuances (excluding the issuance of the Consideration Shares). Based on the Existing Share Capital (assuming no new Shares are issued on or prior to completion of the Proposed Subscription) and assuming that the Proposed Acquisition is approved by Shareholders at the EGM and that the Proposed Acquisition completes, (the “Maximum Subscription Scenario”), the Company will allot and issue 407,000,000 Subscription Shares to the Subscriber. The Subscription Shares represent approximately 54.65% of the Existing Share Capital and approximately 24.07% of the Enlarged Share Capital of the Company immediately after the completion of the Proposed Acquisition, the Proposed Subscription and the Proposed Share Issuances. For the avoidance of doubt, the Maximum ...
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The Subscription Shares. All Shares issued pursuant to this Agreement are to be credited as fully-paid and free from any Encumbrances.
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The Subscription Shares. Pursuant to the Subscription Agreement, the Subscribers agree to subscribe for a total of 1,264,148,900 new Shares, which represents: • approximately 14.41% of the existing issued share capital of the Company; • approximately 12.59% of the issued share capital of the Company as enlarged by the issue of the Subscription Shares. The Subscription Shares, when fully paid, will rank pari passu in all respects with all the Shares in issue on the date of completion of the Subscription. None of the Subscribers will become a substantial Shareholder of the Company upon Completion of the Subscription. The Subscription Shares will be allotted and issued under the General Mandate which was granted to the Directors pursuant to an ordinary resolution of the Company passed at the AGM to allot and issue up to 20% of the number of Shares in issue on that date. Under the General Mandate, the Company is authorized to issue up to 1,754,646,402 Shares. Up to the date of this announcement, save for the subscription of 487,827,170 Shares as disclosed in the announcement dated 22 April 2020, the General Mandate has not been utilized. The 1,264,148,900 Subscription Shares to be allotted and issued will utilize approximately 72.05% of the General Mandate. The Subscription Price for Subscriber A, Subscriber B, Subscriber E and Subscriber F is HK$0.019 per Subscription Share, which was agreed after arm’s length negotiations between the Company and each of the relevant Subscribers respectively, and represents:
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The Subscription Shares. 2.1 The Company has power and authority to allot and issue the Subscription Shares. 2.2 The Subscription Shares will at all times rank pari passu with all other Shares of the Company. 2.3 Save as disclosed, there is no option, right to acquire, mortgage, charge, pledge, lien or other form of security or Encumbrance on, over or affecting any part of the unissued share capital of the Company and there is no agreement or commitment to give or create any of the foregoing and no claim has been made by any person to be entitled to any of the foregoing which has not been waived in its entirety or satisfied in full. 2.4 There is no agreement or commitment outstanding which calls for the allotment or issue of or accords to any person the right to call for the allotment or issue of any Shares or debentures of the Company.
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The Subscription Shares 
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Related to The Subscription Shares

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Potomac Futures Fund L.P. (the “Partnership”) as indicated on page B-8 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009 as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (this “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Subscription Rights If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Warrant Holder Not Shareholder Except as otherwise provided herein, this Warrant does not confer upon the Holder any right to vote or to consent to or receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.