Conditions Precedent to the Proposed Subscription Clause Samples
Conditions Precedent to the Proposed Subscription. The completion of the Proposed Subscription is conditional upon the satisfaction (or waiver) of the following conditions on or prior to the Subscription Longstop Date (as defined below):
(a) the receipt of the LQN from the SGX-ST for the listing of and quotation for the Subscription Shares on the Catalist Board of the SGX-ST (on conditions, if any, reasonably acceptable to the Parties, and to the extent that any conditions for the listing of and quotation for such Subscription Shares on the Catalist of SGX-ST are required to be fulfilled on or before Subscription Longstop Date, they being so fulfilled) and the LQN being in full force and effect as at the date of completion of the Proposed Subscription;
(b) the continued trading of the Shares on Catalist Board;
(c) the requisite approval of the Shareholders (with the Subscriber and his Associates abstaining) having been obtained at an extraordinary general meeting to be convened by the Company in relation to the Proposed Subscription pursuant to, inter alia, Rules 803, 804, 805(1), 811(3) and 812(2) of the Catalist Rules;
(d) proof of funds for the aggregate Subscription Amount, in a form satisfactory to the Company, to be provided by the Subscriber to the Company;
(e) the allotment and issuance of the Subscription Shares on the Issue Date (as defined below in section 4.9 of this announcement) not being prohibited by its constitutive documents, any statute, order, rule or regulation promulgated after the date of the Subscription Agreement by any legislative, executive or regulatory body or authority of Singapore which is applicable to the Company;
(f) the respective representations and warranties of each Party to the Subscription Agreement being true and accurate in all material respects on and as of the date of the Subscription Agreement and as at the Issue Date (as defined below), with the same force and effect, and each Party having performed and complied with all their respective undertakings, covenants and agreements set out in the Subscription Agreement on or prior to the Issue Date (as defined below);
(g) all required consents and approvals for the transactions under the Subscription Agreement having been obtained without restrictions or limitations whatsoever that are unacceptable to the Parties, and being in full force and effect, in particular, and without limitation; and
(h) the approval of the Board for the entering into of the Subscription Agreement and the transactions under the Subscription A...
Conditions Precedent to the Proposed Subscription. The Company shall not be obliged to allot and issue and the Subscriber shall not be obliged to subscribe for the Tranche 1 Subscription Shares and Tranche 2 Subscription Shares unless certain conditions precedent (“Conditions Precedent”), including but not limited to the key conditions precedent as set out in Appendix, have been satisfied, fulfilled or waived, as relevant on the Tranche 1 Completion Date. In addition, the Subscriber shall not be entitled to subscribe for the Tranche 2 Subscription Shares and Option Shares unless Tranche 1 Completion occurs. For the avoidance of doubt, in the event the Tranche 2 Subscription Request is issued by the Subscriber on or prior to Tranche 1 Completion, the Company may allot and issue the Tranche 2 Subscription Shares concurrently with the Tranche 1 Subscription Shares. If any of the conditions precedents set out in the Subscription Agreement is not satisfied, fulfilled or waived (as the case may be) by 31 December 2017, or such other date as may be agreed in writing by the Company and the Subscriber, the Subscription Agreement shall terminate.
Conditions Precedent to the Proposed Subscription. In accordance with the Framework Subscription Agreement, completion of the Proposed Subscription is conditional upon fulfillment of the following conditions: