Common use of Agreement to Subscribe Purchase Price Clause in Contracts

Agreement to Subscribe Purchase Price. (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act. (ii) Buyer hereby irrevocably subscribes for 1,666,666 Shares at a purchase price of Nine Dollars ($9.00) per share, for an aggregate purchase price of Fourteen Million Nine Hundred Ninety Nine Thousand, Nine Hundred and Ninety Four Dollars ($14,999,994) U.S. payable in United States Dollars at Closing as defined in Section 6 hereof. (iii) Subject to the terms of the Registration Rights Agreement to be dated the date of Closing, Seller will file a "shelf" registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") to register the resale of the Common Shares by Buyer and shall use its best efforts to cause the Registration Statement to become effective as soon as practicable after the Closing. (iv) Seller and Buyer shall each use their best efforts to complete the transactions contemplated by this Agreement and shall take all steps practicable to satisfy the conditions to Closing, as set forth in this Agreement.

Appears in 1 contract

Sources: Private Securities Subscription Agreement (Solvay S a /Adr/)

Agreement to Subscribe Purchase Price. (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act. (ii) Buyer hereby irrevocably subscribes for 1,666,666 1,333,334 Shares at a purchase price of Nine Dollars ($9.00) per share, for an aggregate purchase price of Fourteen Twelve Million Nine Hundred Ninety Nine Thousand, Nine Hundred and Ninety Four Six Dollars ($14,999,99412,000,006) U.S. payable in United States Dollars at Closing as defined in Section 6 hereof. (iii) Subject to the terms of the Registration Rights Agreement to be dated the date of Closing, Seller will file a "shelf" registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") to register the resale of the Common Shares by Buyer and shall use its best efforts to cause the Registration Statement to become effective as soon as practicable after the Closing. (iv) Seller and Buyer shall each use their best efforts to complete the transactions contemplated by this Agreement and shall take all steps practicable to satisfy the conditions to Closing, as set forth in this Agreement.

Appears in 1 contract

Sources: Private Securities Subscription Agreement (Solvay S a /Adr/)