Common use of ISSUE AND ALLOTMENT Clause in Contracts

ISSUE AND ALLOTMENT. 3.1 The Advance Subscription shall automatically be applied to the Subscription for Subscription Shares at the Subscription Price (rounded down to the nearest whole share), and the Company shall issue and allot to the Subscriber (or as the Subscriber shall direct) the number of fully paid Subscription Shares to which it is entitled: (a) in the event of a Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Qualifying Financing Round; or (b) at the election of the Subscriber, in the event of a Financing Round which is not Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Financing Round; or (c) in the event of a Sale or a Listing, immediately prior to the unconditional completion of such Sale or Listing; or (d) on the Longstop Date (if none of the events set out in sub-clauses (a) to (c) have occurred on or prior to the Longstop Date); or (e) in the event of an Insolvency occurring before any of the events set out in sub-clauses (a) to (d) above, immediately prior to the occurrence of such Insolvency event, and (in each case) Subscription Shares so allotted and issued shall be in full satisfaction and discharge of all obligations of the Company under this agreement to the Subscriber and this agreement shall terminate automatically and immediately on completion of such issue.

Appears in 4 contracts

Sources: Advance Subscription Agreement, Advance Subscription Agreement, Advance Subscription Agreement

ISSUE AND ALLOTMENT. 3.1 The Advance Subscription shall automatically be applied to the Subscription for Subscription Shares at the Subscription Price (rounded down to the nearest whole share), and the Company shall issue and allot to the Subscriber (or as the Subscriber shall direct) the number of fully paid Subscription Shares to which it is entitled: (a) in the event of a Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Qualifying Financing Round; or (b) at the election of the Subscriber, in the event of a Financing Round which is not Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Financing Round; or (c) in the event of a Sale or a Listing, immediately prior to the unconditional completion of such Sale or Listing; or (d) on the Longstop Date (if none of the events set out in sub-clauses (a) to (c) have occurred on or prior to the Longstop Date); or (e) in the event of an Insolvency occurring before any of the events set out in sub-clauses (a) to (dc) above, immediately prior to the occurrence of such Insolvency event, and (in each case) Subscription Shares so allotted and issued shall be in full satisfaction and discharge of all obligations of the Company under this agreement to the Subscriber and this agreement shall terminate automatically and immediately on completion of such issue.

Appears in 1 contract

Sources: Advance Subscription Agreement

ISSUE AND ALLOTMENT. 3.1 The Advance Subscription shall automatically be applied to the Subscription for Subscription Shares at the Subscription Price (rounded down to the nearest whole share), and the Company shall issue and allot to the Subscriber (or as the Subscriber shall direct) the number of fully paid Subscription Shares to which it is entitled: (a) in the event of a Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Qualifying Financing Round; or (b) at the election of the Subscriber, in the event of a Financing Round which is not Qualifying Financing Round, as part of and simultaneously with the unconditional completion of such Financing Round; or (c) in the event of a Sale or a Listing, immediately prior to the unconditional completion of such Sale or Listing; or (d) on the Longstop Date (if none of the events set out in sub-clauses (a) to (c) have occurred on or prior to the Longstop Date); or (e) in the event of an Insolvency occurring before any of the events set out in sub-clauses (a) to (d) above, immediately prior to the occurrence of such Insolvency event, and (in each case) Subscription Shares so allotted and issued shall be in full satisfaction and discharge of all obligations of the Company under this agreement to the Subscriber and this agreement shall terminate automatically and immediately on completion of such issue.

Appears in 1 contract

Sources: Advance Subscription Agreement