Examples of Purchased Debenture in a sentence
Not later than 4:00 p.m., New York City time, on the Business Day immediately preceding the proposed Payment Date of any purchase of Retained Debentures pursuant to a Purchase Offer, the Company will pay to Liberty LLC, in cash by wire transfer of immediately available funds to an account designated by Liberty LLC, the Purchased Debenture Indemnity Amount in respect of each Purchased Debenture.
The Parties agree to allocate the Purchase Price as follows: (a) $6,499,900 to the Purchased Debenture and (b) $100 to the Purchased Warrant; provided that, for greater certainty, the aggregate principal amount of the Purchased Debenture is $6,500,000.
The Underlying Shares have been duly authorized and, when issued upon conversion of the Purchased Debenture, in accordance with the provisions of the Purchased Debenture Certificate, or exercise of the Purchased Warrant, in accordance with the provisions of the Purchased Warrant Certificate, will be validly issued, fully paid and non-assessable and free and clear of any Encumbrances.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue, sell and deliver to the Purchaser the Purchased Debenture and the Purchaser shall subscribe for and purchase, acquire, accept and receive from the Company the Purchased Debenture.
EXHIBITS Exhibit A Form of Investor Rights Agreement Exhibit B Form of Purchased Debenture Certificate Exhibit C Form of Purchased Warrant Certificate Exhibit D Form of Support Agreement SCHEDULES Schedule A Representations and Warranties of the Purchaser Schedule B Representations and Warranties of the Company Company Disclosure Letter SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT, dated as of July 15, 2020 (this “Agreement”), is entered into between Canada House Cannabis Group Inc.
The Original Debenture and each Purchased Debenture was (or, upon issuance, will have been) authorized by all necessary company action and validly issued and executed, and the Company’s signatory had (or will have) full corporate or other requisite authority to execute such agreements and to bind the Company.
Notwithstanding anything herein to the contrary, any downward adjustment of the Purchased Debenture Conversion Price (and the corresponding Exchange Debenture Conversion Price) may be waived, either prospectively or retroactively and either generally or in a particular instance, by the consent or vote of the Holders of 85% of the principal amount of Purchased Debentures and the Exchange Debentures (voting together as a separate class).
All Retained Debentures purchased by Liberty LLC (“ Purchased6Debentures”) will be cancelled and will cease to be outstanding, and the obligations of the Company with respect to the Retained Debenture Indemnity in respect of such Purchased Debentures will terminate.2.2 Purchased Debenture Indemnity.
The Exchange Notes shall not constitute a novation or satisfaction and accord of the applicable Purchased Debenture.
Each Exchange Notes is being issued in substitution of and exchange for and not in satisfaction of the applicable Purchased Debenture.