Series D Subscription Agreement definition

Series D Subscription Agreement means the Series D Convertible Preferred Shares Subscription Agreement, dated as of May 8, 2006, by and between the Company and the investors listed therein.

Series D Subscription Agreement means a Subscription Agreement entered into among the Company and the Series D Holders on January 31, 2012 pursuant to which Series D Preferred Shares were subscribed;

Series D Subscription Agreement means that certain Series D Subscription Agreement between the Corporation and the investors party thereto, dated as of March 24, 2017, and as amended from time to time.

Examples of Series D Subscription Agreement in a sentence

• The Series D Subscription Agreement and Series E Subscription Agreement thus became the operative agreements governing the Investors’ existing shares.

• To the extent the Company has already executed the Ben-Haim Debt transaction, including by accepting $5 million advanced by Ben-Haim, it is liable for actual breach of the Minority Consent Rights contained in the Series D Subscription Agreement and Series E Subscription Agreement, and incorporated in the Subscription and Joinder Agreements, for all the reasons recited in connection with the First Cause of Action.

• Plaintiffs have performed their material obligations under the Series D Subscription Agreement, the Series E Subscription Agreement, and the Subscription and Joinder Agreements, including by delivering the purchase price for their Series D, Series E, and Series E Prime shares.

• As a result of these Defendants’ tortious interference with the Series D Subscription Agreement, Series E Subscription Agreement, and the Subscription and Joinder Agreements, Plaintiffs have suffered substantial damages, including the loss of value of their equity.

• The Series D Subscription Agreement, Series E Subscription Agreement, and Subscription and Joinder Agreements are binding contracts between Plaintiffs and the Company.

• Defendants Ben-Haim, Ho, Yang, Owers, Nachman, and Liddicoat have, at all relevant times, had actual knowledge of the terms of the Series D Subscription Agreement, Series E Subscription Agreement, and Subscription and Joinder Agreements, including the Minority Consent Rights.

• With respect to the Minority Consent Rights, Section 3.5(b) of both the Series D Subscription Agreement and Series E Subscription Agreement provides, in relevant part:Notwithstanding the other provisions of this Amended Agreement, the Articles or similar constitutional documents of the Company, no action shall be taken by the Company in respect of any of the following matters, unless written consent from the Majority Investors is obtained; .

• The Minority Consent Rights contained in the Series D Subscription Agreement and Series E Subscription Agreement, and incorporated by the Subscription and Joinder Agreements, are valid and binding contractual obligations of the Company.

• The Series D Subscription Agreement and Series E Subscription Agreement preserved the Minority Consent Rights and the Series D and Series E Anti-Dilution Rights (as well as most of the other rights contained in the original agreements).

• On September 14, 2023, a majority group of Series D shareholders (including the Redmile Plaintiffs) sent a letter to the Company and the Board joining in the concerns previously expressed in correspondence by Plaintiffs, including that the cancellation of the IPO promoted personal interests of particular directors over those of the Company, and that recent or proposed Company actions were, or would be, in breach of investor rights under the Series D Subscription Agreement.

More Definitions of Series D Subscription Agreement

Series D Subscription Agreement means the share subscription agreement dated 20 November 2022 executed amongst Kirin, the Company, Promoter 1 and Promoter 2 where Kirin has agreed to subscribe to 7,804,356 Series D CCCPS, subject to the terms and conditions contained therein;63

Series D Subscription Agreement has the meaning set forth in the recitals

Series D Subscription Agreement means the series D subscription agreement dated June 28, 2020 between the Company, the Founder and the other parties thereto as amended, restated or supplemented from time to time or the Subscription Agreement, as applicable to the relevant Investor.

Series D Subscription Agreement shall have the meaning as ascribed to in Recital 4 of this Agreement.

Series D Subscription Agreement means the subscription agreement in relation to the Series D financing round of the Parent entered into by the Parent and certain investors, dated 27 April 2021;

Series D Subscription Agreement means the subscription agreement dated 15 July 2019 entered into amongst the Company, the Promoter and the CC Shareholders;