Exercise of Subscription Rights Clause Samples
The 'Exercise of Subscription Rights' clause defines how and when a party may utilize their right to purchase additional shares or securities, typically under a subscription agreement. It outlines the procedures for exercising these rights, such as the required notice period, payment terms, and any forms or documentation that must be submitted. This clause ensures that both parties understand the process and timing for exercising subscription rights, thereby providing clarity and preventing disputes over the acquisition of additional securities.
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Exercise of Subscription Rights. (a) In order to validly exercise its Subscription Rights, each Eligible Holder must return a duly completed and executed Beneficial Holder Subscription Form(s) and make any required payments to the Subscription Agent on or before the Subscription Instruction and Payment Deadline.
(b) In the event that the funds received by the Subscription Agent do not correspond to the Aggregate Purchase Price payable for the New Convertible Bonds elected to be purchased by such Eligible Holder, the number of the New Convertible Bonds deemed to be purchased by such Eligible Holder will be the lesser of (a) the number of the New Convertible Bonds elected to be purchased by such Eligible Holder, and (b) a number of the New Convertible Bonds determined by dividing the amount of the funds received by the Purchase Price, in each case up to such Eligible Holder’s pro rata portion of the applicable New Convertible Bonds.
(c) The cash paid to the Subscription Agent in accordance with these Rights Offering Procedures will be deposited and held by the Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Rights Offering on the Plan Effective Date. The Subscription Agent may not use such cash for any other purpose prior to the Plan Effective Date and may not encumber or permit such cash to be encumbered with any lien or similar encumbrance. The cash held by the Subscription Agent hereunder shall not be deemed part of the Debtors’ bankruptcy estates.
Exercise of Subscription Rights. Each Holder may exercise some or all of the Subscription Rights evidenced by the Subscription Certificate (but not in amounts of less than one Subscription Right or an integral multiple thereof) by delivering to the Agent, on or prior to the Expiration Date, properly completed and executed Subscription Documents evidencing such Subscription Rights (with signatures guaranteed, if required by Section 6.9 hereof, by a financial institution (including commercial banks, savings and loan associations and brokerage houses) that is a member of a recognized signature guarantee or medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an "Eligible Institution")), together with payment of the Subscription Price for each Underlying Share subscribed for pursuant to the Subscription Privilege. In the case of persons acquiring shares at an aggregate Subscription Price of $1,000,000 or more, an alternative payment method may be arranged with the Agent and approved by the Company.
Exercise of Subscription Rights. Each Holder may exercise some or all of the Subscription Rights evidenced by the Subscription Warrant (but not in amounts of less than one Subscription Right or an integral multiple thereof) by delivering to the Agent, on or prior to the Expiration Date, properly completed and executed Subscription Documents evidencing such Subscription Rights (with signatures guaranteed, if required by Section 6.9 hereof, by a financial institution (including commercial banks, savings and loan associations and brokerage houses) that is a member of a recognized signature guarantee or medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each, an “Eligible Institution”)), together with payment of the Subscription Price for each Underlying Share subscribed for pursuant to the Basic Subscription Privilege and the Oversubscription Privilege, as the case may be. In the case or persons acquiring shares at an aggregate Subscription Price of $1,000,000 or more, an alternative payment method may be arranged with the Agent and approved by the Company.
(a) The Subscription Price shall be paid in United States dollars, by (i) check or draft drawn on a United States bank, or a postal, telegraphic or express money order payable to the Agent, or (ii) by wire transfer of same day funds to an account maintained by Agent for the purpose of accepting subscriptions, in accordance with the following wire instructions: .
(b) Payment will be deemed to have been received by the Agent only upon: (i) clearance of any uncertified check; or (ii) receipt by the Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order; or (iii) receipt by the Agent of any funds transferred by wire transfer; or (iv) receipt of funds by the Agent through an alternative payment method approved by the Company.
(c) If a Holder exercises fewer than all of the Subscription Rights evidenced by the Holder’s Subscription Warrant and requests in writing that the Agent issue a Subscription Warrant evidencing the unexercised Subscription Rights, the Agent shall immediately issue to such holder a new Subscription Warrant evidencing the unexercised Subscription Rights and deliver it to the eligible Holder at the address shown on such Subscription Warrant.
Exercise of Subscription Rights. Each subscription right would entitle the holder of the subscription right to purchase for cash such number of shares at such exercise price as in each case is set forth in, or be determinable as set forth in the Prospectus Supplement relating to the subscription rights offered thereby. Subscription rights would be exercisable at any time up to the close of business on the expiration date for such subscription rights set forth in the Prospectus Supplement. After the close of business on the expiration date, all unexercised subscription rights would become void. The following description is based on relevant portions of the Maryland General Corporation Law and on the Fund’s charter and Bylaws. This summary is not necessarily complete, and you should refer to the Maryland General Corporation Law and the charter and Bylaws for a more detailed description of the provisions summarized below.
Exercise of Subscription Rights. The Subscription Rights may be exercised in whole or in part. If exercised in part, the Subscription Rights must be exercised in tranches of 50,000 Warrants, or in respect of the last tranche of Warrants attached to the outstanding Subscription Rights held by the Warrantholder concerned, such lesser balancing number of Warrants as may be outstanding.
Exercise of Subscription Rights. Each Eligible Holder that elects to participate in the Rights Offering (in such capacity, a “Participating Holder”) must affirmatively make a binding, irrevocable election to exercise its Subscription Rights before the Rights Offering Deadline. Each Eligible Holder (other than the Investor) is entitled to participate in the Rights Offering solely to the extent of its Rights Participation Claim Amount. Each Participating Holder may exercise all or any portion of such holder’s Subscription Rights pursuant to the procedures outlined below.
Exercise of Subscription Rights. (A) Subject to the provisions hereof and the terms of the Instrument (including Clause 14 (Undertakings of Initial Warrantholders) of the Instrument, the Transfer and Exercise Limit referred to in Condition 4 (Transfer and Exercise Limit) below), the Warrantholder shall have the right, which may be exercised in whole or in part, but not in respect of a fraction of a Share, at any time during the Subscription Period, to subscribe in cash for one fully-paid Share (subject to adjustment) in respect of each Warrant held by such Warrantholder at the Subscription Price per Share. After expiry of the Subscription Period, being 4:00 p.m. (Hong Kong time) on the last day of the Subscription Period, any Subscription Rights which have not been exercised will lapse and Warrant certificates will cease to be valid for any purpose whatsoever.
(B) In order to exercise in whole or in part the Subscription Rights represented by this Warrant certificate, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong, together with a remittance for the Exercise Moneys. In the case of an exercise of Warrants subject to the Final ROFR Notice and that are not purchased by Legend Holdings, the Warrantholder must complete and sign the Subscription Form (which shall be irrevocable) and deliver the same and this Warrant certificate to the registered office of the Company in Hong Kong by no later than 4:00 p.m. (Hong Kong time) one (1) Business Day before the Last Subscription Date with the remittance of the Exercise Moneys to be completed on a Business Day before the fifth (5th) Business Day immediately prior to the end of one (1) month of the Last Subscription Date subject to any condition(s) that the Company may reasonably impose. In each case compliance must also be made with any exchange control, fiscal or other laws or regulations for the time being applicable.
(C) The number of Shares to be allotted on exercise of the Subscription Rights shall be, in respect of each Warrant exercised, one Share (subject to adjustment). No fraction of a Share will be allotted but any balance representing fractions of the Exercise Moneys paid on exercise of the Subscription Rights represented by this Warrant certificate will be paid by the Company to the Warrantholder, provided always that if the excess is equal to or less than HK$100, such excess will be retained b...
Exercise of Subscription Rights. To exercise subscription rights and purchase shares of common stock in the rights offering, properly complete and execute your Subscription Agreement and send it, together with payment in full of the subscription price for each share of common stock subscribed, to AmericasBank Corp. Delivery of the Subscription Agreement must be made by mail or by overnight delivery. FACSIMILE DELIVERY OF THE SUBSCRIPTION AGREEMENT WILL NOT CONSTITUTE VALID DELIVERY. All payments must be made (i) in United States dollars by check or bank draft drawn upon a United States bank or postal, telegraphic or express money order payable to “AmericasBank Corp.—Escrow Account”; or (ii) in United States dollars by wire transfer of immediately available funds to .
Exercise of Subscription Rights. In such circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’’s failure to give such notice requiring the Warrantholder(s) to pay the Nominal Value Payment. The Warrantholder shall, within ten (10) Business Days of receipt of the Exercise Notice, provide the Company with the Nominal Value Payment, to an account notified by the Company to the Warrantholder. , and, if such Warrantholder requires any Warrant Shares to be delivered as ADSs, a duly completed issuance and delivery instruction in respect of such Warrant Shares. Upon receipt of such the Nominal Value Payment and Issuance and Delivery Instruction (if applicable), subject to clause 13.3 the Warrant Shares to be issued to the Warrantholder (or to the custodian of the Depositary, if applicable) on a net issuance basis pursuant to clause 6.3.2 (Exercise of Subscription Rights) shall be allotted and issued to the Warrantholder (or the custodian of the Depositary, if applicable) credited as fully paid up in accordance with clause 6.3.2 (Exercise of Subscription Rights) and clause 8.3.1. 8.3.1.
Exercise of Subscription Rights. 6.1 At the time of an exercise of the Subscription Rights, pursuant to clause 5.1 or clause 5.2, a Warrantholder shall exercise all such Subscription Rights and not, for the avoidance of doubt, part of these Subscription Rights.
6.2 In order to exercise its Subscription Rights validly, a Warrantholder must deliver the following items to the registered office of the Company:
6.2.1 the Warrant Certificate for the Warrants in respect of which Subscription Rights are being exercised, together with the Notice of Subscription duly completed; and
6.2.2 the name and address of the Warrantholder to which the Warrant Shares arising on exercise of Subscription Rights are to be issued; and
6.2.3 if and to the extent that the Ordinary Shares are to be delivered as ADSs pursuant to clause 6.3, a completed Issuance and Delivery Instruction in the form set out at Schedule 3 hereto (as such form may be amended from time to time by notice to the Warrantholder) duly completed and executed by the Warrantholder.
6.3 If at the time of an exercise of the Subscription Rights there is an effective registration statement covering the Warrant Shares to be issued on exercise, or the Company is to apply for registration pursuant to clause 7.1.4, the Warrantholder may, subject to clause 6.5, require in the Notice of Subscription that the Warrant Shares be delivered as ADSs in accordance with the corresponding Issuance and Delivery Instruction.