Completion of the Subscription. 4.1 Completion of the Subscription shall take place on the second Business Day after the date upon which the last of the Conditions to be satisfied shall have been so satisfied, provided that it shall take place on a date no later than a date falling 14 days after the date of this Agreement (or such other time and/or date as the Subscriber and the Company may agree in writing). 4.2 At completion of the Subscription, the Subscriber shall deliver to the Company application for the Subscription Shares agreed to be subscribed under this Agreement and shall pay or shall procure the payment of the Subscription Monies by electronic funds transfer or such other manner as instructed by the Company in the amount thereof. 4.3 Against compliance with the provisions of Clause 4.2, the Company shall: 4.3.1 forthwith duly allot and issue to the Subscriber (or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members in respect of the Subscription Shares; and 4.3.2 at the option of the Subscriber, either: (i) deliver to the Subscriber (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Subscriber and/or its nominees; or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructions. 4.4 Upon completion of the Subscription, the Company shall reimburse to the Subscriber the expenses properly incurred by the Subscriber in connection with the Placing, including without limitation the transaction fee and equity structuring fee payable to the Placing Agent, stamp duty, the SFC transaction levy, the Stock Exchange trading fee and such other costs and expenses as set out in clause 5.1 of the Placing Agreement. 4.5 In the event that completion of the Placing Agreement does not occur in accordance with its terms, the Company shall reimburse the Subscriber any legal fees and out-of-pocket expenses which the Subscriber shall be obliged to pay in connection with the Placing and this Agreement.
Appears in 1 contract
Sources: Subscription Agreement
Completion of the Subscription. 4.1 Completion of the Subscription shall take place on the second fifth (5th) Business Day after following the date upon which fulfilment of all the last of conditions precedent under the Conditions to be satisfied shall have been so satisfied, provided that it shall take place on a date no later than a date falling 14 days after the date of this Subscription Agreement (or such other time and/or date as the Subscriber and may be agreed by the Company may agree and CYPI in writing).
4.2 At . On the date of completion of the Subscription, the Subscriber CYPI shall deliver pay to the Company application the Remaining Consideration in cash for the subscription of the Subscription Shares agreed and the Subscription Shares shall be allotted and issued to be subscribed under this Agreement and shall pay or shall procure CYPI free from all encumbrances. CYPI undertakes that, during the payment period of six (6) months from the date of completion of the Subscription Monies by electronic funds (the “Lock-up Period”), it shall not transfer or such other manner as instructed seek to dispose of the Subscription Shares (save for the transfer or disposal of the Subscription Shares by CYPI to its associates, who shall execute in favour of the Company a written undertaking (the form and substance of which shall have been approved by the Company in writing prior to such execution) to abide by the amount thereof.
4.3 Against compliance with lock-up provisions until expiry of the provisions of Clause 4.2Lock-up Period as though it were CYPI) or otherwise create any options, the Company shall:
4.3.1 forthwith duly allot and issue to the Subscriber (rights, interests or as it may direct) the Subscription Shares and shall promptly register without registration fee the Subscriber and/or its nominees as members encumbrances in respect of, any of the Subscription Shares; and
4.3.2 . Pursuant to the Subscription Agreement, if the Subscription is completed, if CYPI and its associates increase their shareholding in the Company in the secondary market which results in their shareholding in the Company reaching or exceeding 10% of the then total number of issued Shares, then CYPI (or its associate) shall have the right to nominate one candidate to act as an executive Director for the Board’s determination. For avoidance of doubt, CYPI and all its associates collectively may only nominate one such candidate. The Subscription Shares will be allotted and issued under the Specific Mandate proposed to be sought from the Shareholders at the option of the Subscriber, either: (i) deliver to the Subscriber (or as it may direct) the definitive certificates in respect of the Subscription Shares in favour of the Subscriber and/or its nominees; or (ii) deposit the same into the account of the relevant Participant with whom the Subscriber has accounts in accordance with the Subscriber’s instructionsSGM.
4.4 Upon completion of the Subscription, the Company shall reimburse to the Subscriber the expenses properly incurred by the Subscriber in connection with the Placing, including without limitation the transaction fee and equity structuring fee payable to the Placing Agent, stamp duty, the SFC transaction levy, the Stock Exchange trading fee and such other costs and expenses as set out in clause 5.1 of the Placing Agreement.
4.5 In the event that completion of the Placing Agreement does not occur in accordance with its terms, the Company shall reimburse the Subscriber any legal fees and out-of-pocket expenses which the Subscriber shall be obliged to pay in connection with the Placing and this Agreement.
Appears in 1 contract
Sources: Subscription Agreement