Common use of Closing; Subscription Price Clause in Contracts

Closing; Subscription Price. (a) Subject to Section 2.02(b)(i), the closing of the issuance and subscription of the Subscription Shares (the “Closing”) with respect to each Investor shall take place remotely via the electronic exchange of documents and signatures, as soon as possible after the execution of this Agreement, but in no event later than fifteen (15) Business Days after the satisfaction or waiver of each condition to the Closing as set forth in Section 6.01, Section 6.02 and Section 6.03, or at such other time and place as the Company and such Investor may agree upon in writing. For the avoidance of doubt, the Company and each Investor shall be entitled and required to consummate the Closing with respect to its Subscription Shares subject to the terms and conditions of this Agreement regardless of whether or not the Closing occurs with respect to any other Investor. (b) At the Closing: (i) each Investor shall, severally and not jointly, (x) deliver to the Company a counterpart to the Transaction Documents to which it is a party duly executed by it, and (y) pay, or cause to be paid, to the Company an amount in US$ equal to the amount set forth in Schedule 2.01 under the heading “Initial Subscription Price” across from such Investor’s name (in respect of each Investor, such Investor’s “Initial Subscription Price”), by wire transfer of immediately available funds to the bank account of the Company set forth in Schedule 2.02(b)(i); (ii) the Company shall, against receipt of such payment, deliver to each Investor (A) a certified true copy of the Company’s register of members, showing such Investor as the registered holder of its Subscription Shares (for the avoidance of doubt, each Investor’s unpaid Subscription Shares set forth in Schedule 2.01 under the heading “Unpaid Subscription Shares” (such Investor’s “Unpaid Subscription Shares”) shall be annotated as unpaid in such register of members), (B) with respect to each of the Investors that will constitute a Major Shareholder upon the Closing, subject to its timely compliance with Section 2.03, a certified true copy of the Company’s register of directors, evidencing the appointment of the directors appointed by such Investor to the Board pursuant to the Shareholders Deed, (C) a counterpart to each of the Transaction Documents duly executed by each party thereto other than such Investor, (D) a copy of the resolutions of the shareholders of the Company and a copy of the resolutions of the Board duly adopting the Restated Articles and duly approving the Transaction Documents and the transactions contemplated thereby, with a copy of the Restated Articles filed with and stamped by the Registrar of Companies in the Cayman Islands to be delivered to each Investor within fifteen (15) Business Days following the Closing, and (E) a USB or disc entitled “Project Sunrise Disclosure Documents” containing all documents contained in the online data room as of March 15, 2024; and (c) the Company shall, at any time within twelve (12) months following the Closing and upon approval of the Board, require each Investor by written notice (the “Demand Notice”) to, and each Investor shall, within fifteen (15) Business Days following its receipt of the Demand Notice (or, if no such Demand Notice is issued within twelve (12) months from the Closing, within fifteen (15) Business Days after the first (1st) anniversary of the Closing), pay, or cause to be paid, to the Company an amount in US$ equal to the amount set forth in Schedule 2.01 under the heading “Remaining Subscription Price” across from such Investor’s name (in respect of each Investor, such Investor’s “Remaining Subscription Price”) by wire transfer of immediately available funds to the bank account of the Company as set forth in the Demand Notice and the Company shall, against receipt of such payment, deliver to such Investor a certified true copy of the Company’s register of members, showing such Investor’s Unpaid Subscription Shares as fully paid. In the event that any Investor fails to pay its Remaining Subscription Price in accordance with this Section 2.02(c) and such failure is not cured by such Investor within fifteen (15) Business Days following the date on which such payment should have been made, at the election of the Company in its sole discretion, such Investor’s Unpaid Subscription Shares shall be deemed forfeited and thereupon cancelled by the Company, and all rights pertaining to such Unpaid Subscription Shares shall automatically and immediately terminate ab initio as of the fifteenth (15th) Business Day following the first (1st) anniversary of the Closing.

Closing; Subscription Price. (a) Subject to Section 2.02(b)(i), the closing of the issuance and subscription of the Subscription Shares (the “Closing”) with respect to each Investor shall take place remotely via the electronic exchange of documents and signatures, as soon as possible after the execution of this Agreement, but in no event later than fifteen (15) Business Days after the satisfaction or waiver of each condition to the Closing as set forth in Section 6.01, Section 6.02 and Section 6.03, or at such other time and place as the Company and such Investor may agree upon in writing. For the avoidance of doubt, the Company and each Investor shall be entitled and required to consummate the Closing with respect to its Subscription Shares subject to the terms and conditions of this Agreement regardless of whether or not the Closing occurs with respect to any other Investor. (b) At the Closing: (i) each Investor shall, severally and not jointly, (x) deliver to the Company a counterpart to the Transaction Documents to which it is a party duly executed by it, and (y) pay, or cause to be paid, to the Company an amount in US$ equal to the amount set forth in Schedule 2.01 under the heading “Initial Subscription Price” across from such Investor’s name (in respect of each Investor, such Investor’s “Initial Subscription Price”), by wire transfer of immediately available funds to the bank account of the Company set forth in Schedule 2.02(b)(i); (ii) the Company shall, against receipt of such payment, deliver to each Investor (A) a certified true copy of the Company’s register of membersmembers certified by the Company’s corporate secretary, showing such Investor as the registered holder of its Subscription Shares (for the avoidance of doubt, each Investor’s unpaid Subscription Shares set forth in Schedule 2.01 under the heading “Unpaid Subscription Shares” (such Investor’s “Unpaid Subscription Shares”) shall be annotated as unpaid in such register of members), (B) with respect to each of the Investors that will constitute a Major Shareholder upon the Closing, subject to its timely compliance with Section 2.03, a certified true copy of the Company’s register of directorsdirectors and officers certified by the Company’s corporate secretary, evidencing the appointment of the directors appointed by such Investor to the Board pursuant to the Shareholders Deed, (C) a counterpart to each of the Transaction Documents duly executed by each party thereto other than such Investor, (D) a copy of the resolutions of the shareholders of the Company and a copy of the resolutions of the Board duly adopting the Restated Articles and duly approving the Transaction Documents and the transactions contemplated thereby, with a copy of the Restated Articles filed with and stamped by the Registrar of Companies in the Cayman Islands to be delivered to each Investor within fifteen (15) Business Days following the Closing, and (E) a USB or disc entitled “Project Sunrise Sunshine Disclosure Documents” containing all documents contained in the online data room as of March 15October 18, 2024; and (c) the Company shall, at any time within twelve (12) months following the Closing and upon approval of the Board, require each Investor by written notice (the “Demand Notice”) to, and each Investor shall, within fifteen (15) Business Days following its receipt of the Demand Notice (or, if no such Demand Notice is issued within twelve (12) months from the Closing, within fifteen (15) Business Days after the first (1st) anniversary of the Closing), pay, or cause to be paid, to the Company an amount in US$ equal to the amount set forth in Schedule 2.01 under the heading “Remaining Subscription Price” across from such Investor’s name (in respect of each Investor, such Investor’s “Remaining Subscription Price”) by wire transfer of immediately available funds to the bank account of the Company as set forth in the Demand Notice and the Company shall, against receipt of such payment, deliver to such Investor a certified true copy of the Company’s register of members, showing such Investor’s Unpaid Subscription Shares as fully paid. In the event that any Investor fails to pay its Remaining Subscription Price in accordance with this Section 2.02(c) and such failure is not cured by such Investor within fifteen (15) Business Days following the date on which such payment should have been made, at the election of the Company in its sole discretion, such Investor’s Unpaid Subscription Shares shall be deemed forfeited and thereupon cancelled by the Company, and all rights pertaining to such Unpaid Subscription Shares shall automatically and immediately terminate ab initio as of the fifteenth (15th) Business Day following the first (1st) anniversary of the Closing.