Issuance of the Subscription Shares Clause Samples

The 'Issuance of the Subscription Shares' clause defines the process by which a company will issue new shares to investors who have agreed to subscribe for them. Typically, this clause outlines the timing, conditions, and procedures for the issuance, such as the payment of the subscription price and the delivery of share certificates or electronic registration. Its core practical function is to ensure that both the company and the subscribers have a clear, enforceable framework for the transfer of shares, thereby reducing the risk of disputes and ensuring the smooth completion of the investment transaction.
Issuance of the Subscription Shares. The Subscription Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents and subject to Shareholder Approval, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock the Subscription Shares issuable pursuant to this Agreement.
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Issuance of the Subscription Shares. (a) Upon the terms and subject to the conditions of this Agreement, at the Lead Purchasers Closing (as defined below), the Tencent Purchaser hereby agrees to purchase, and the Company hereby agrees to issue and deliver to the Tencent Purchaser, the Tencent Subscription Shares for an aggregate purchase price (the “Tencent Purchase Price”) equal to $150,000,000 minus the US$ equivalent of RMB13,300,000 (being the newly increased registered capital to be contributed by Tencent Nominee to the VIE Entity pursuant to Section 4.7(b)), free and clear of all Encumbrances (except for restrictions on transfer pursuant to applicable Securities Laws, the Shareholders Agreement or the Articles) (the “Tencent Share Subscription”). (b) Upon the terms and subject to the conditions of this Agreement, at the Lead Purchasers Closing, the JD Purchaser hereby agrees to purchase, and the Company hereby agrees to issue and deliver to the JD Purchaser, the JD Subscription Shares for an aggregate purchase price (the “JD Purchase Price”) equal to $100,000,000 minus the US$ equivalent of RMB8,850,000 (being the newly increased registered capital to be contributed by JD Nominee to the VIE Entity pursuant to Section 4.7(b)), free and clear of all Encumbrances (except for restrictions on transfer pursuant to applicable Securities Laws, the Shareholders Agreement or the Articles) (the “JD Share Subscription”). The exchange rate to be used in determining the US Dollar equivalent of the Renminbi amounts described in Section 2.1(a), this Section 2.1(b) and Section 2.4(a)(xviii) shall be the middle rate published by the People’s Bank of China for the exchange of Renminbi into US Dollars at the close of business in the PRC on the date that is ten (10) days prior to the Closing Date or any other date agreed by the Parties. (c) Upon the terms and subject to the conditions of this Agreement, at the Hammer Closing (as defined below), the Hammer Purchaser hereby agrees to purchase, and the Company hereby agrees to issue and deliver to the Hammer Purchaser, the Hammer Subscription Shares for an aggregate purchase price of $10,000,000 (the “Hammer Purchase Price” and the Hammer Purchase Price or Tencent Purchase Price or JD Purchase Price, as applicable, the “Purchase Price”), free and clear of all Encumbrances (except for restrictions on transfer pursuant to applicable Securities Laws, the Shareholders Agreement or the Articles) (the “Hammer Share Subscription” and, together with the Tencent Share ...
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Issuance of the Subscription Shares. 16.1 Except as provided herein and subject to the satisfaction of Conditions Precedent, the Subscription Shares are not subject to any pre-emptive rights or similar rights, and the issued Subscription Shares, at the time when they are issued, (a) are duly authorized and validly issued Shares; (b) rank pari passu in all respects with, and carry the same rights and privileges as, all other existing Shares in issue as of the date of such issue; (c) are entitled to all dividends and distributions of benefits for which the record date is later than, and including, the date of such issue; (d) are freely transferable and free and clear of any third-party liens, charges, Encumbrances, security interests or third-party claims; and (e) are officially listed and admitted to trading on the Main Board. 1. Article 101 Quorum The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number, two Directors shall be a quorum. Article 101 Quorum The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed at any other number, either four two Directors or the Chairman of the Board (or his alternate Director) together with three other Directors shall be a quorum. 2. Article 104 Voting Subject to Article 95, question arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote. Article 104 Voting Subject to Article 95, question arising at any Board meeting shall be determined by a majority of votes. In the case of an equality of votes the Chairman of the Board (or his alternate Director) the chairman of the meeting shall have a second or casting vote.
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Issuance of the Subscription Shares. Subject to the satisfaction of the obligations of Investor under clauses 2.3 and 2.4 above, the Company shall issue the Subscription Shares, issue stock certificates in the name of the Investor covering the Subscription Shares, use commercially reasonable efforts to cause the listing of the Subscription Shares with the PSE, and cause the recording of the Subscription Shares with the Philippine Central Depository Corporation, in the name of Arran.
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Issuance of the Subscription Shares. The Subscription Shares being issued are duly authorized and validly issued, fully paid and nonassessable, and free and clear of all liens.
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Issuance of the Subscription Shares 
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Related to Issuance of the Subscription Shares

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Issuance of the Shares; Registration The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized unissued shares the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on May 28, 2024 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the time of the filing of the Registration Statement eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.5 of Form F-3.

  • Valid Issuance of the Shares The Shares, when issued and delivered in accordance with the terms of this Agreement, for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.

  • Purchase of the Shares (a) Buyer and Seller agree that the aggregate value of the Company is $17,691,710.65 (the “Closing Consideration”). Additionally, the outstanding indebtedness of the Company and its Subsidiaries listed on Schedule 1.1(a) (the “Assumed Indebtedness”) shall remain as an obligation of the Company or its Subsidiaties (as applicable) to be repaid and/or converted following the Closing; provided in all cases that such the principal amount of such Assumed Indebtedness shall under no circumstances exceed $11,161,711 in the aggregate. (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, the Shares, free and clear of any and all Encumbrances, except as listed on Schedule 2.20. In consideration for the Shares, Seller will be paid and will receive the Closing Consideration in the form of the issuance of 8,945,205 shares of the Buyer’s common stock, par value $0.001 per share (the “Buyer Common Stock”) at $0.73 per share. The Buyer Common Stock issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The shares of Buyer Common Stock issued pursuant to this Agreement shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE AVAILABILITY OF AN WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.