Subscription and Issuance of Notes Sample Clauses
The 'Subscription and Issuance of Notes' clause defines the process by which investors agree to purchase, and the issuer agrees to issue, debt instruments known as notes. This clause typically outlines the terms under which subscriptions are made, such as the subscription amount, payment procedures, and the timeline for issuance. It may also specify conditions precedent to issuance, such as regulatory approvals or minimum subscription thresholds. The core function of this clause is to establish a clear and binding framework for the creation and allocation of notes, ensuring both parties understand their obligations and the steps required to complete the transaction.
Subscription and Issuance of Notes. 2.1 Subject to the terms and conditions set forth herein, on the date of Closing referred to in Section 3 hereof, each of the Purchasers agrees, severally and not jointly, to purchase from the Company, and the Company agrees to sell and issue to each of the Purchasers, the principal amount of the Notes set forth opposite such Purchaser’s name on Schedule 1 for the aggregate purchase price (the “Purchase Price”) of US$1,000,000,000. Each Purchaser acknowledges that the Notes will be subject to restrictions on transfer as set forth in this Agreement.
2.2 Subject to the terms and conditions described in the Note, the Notes shall be convertible into shares of Common Stock at the conversion price provided in Section 3(b) of the Note. On the date of Closing, the initial conversion price shall be calculated as one hundred thirty percent (130%) of the Closing Price on November 10, 2014.
Subscription and Issuance of Notes. Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to the Investor and the Investor subscribes for and will purchase from the Issuer the principal amount of Notes set forth on the signature page hereof for the aggregate purchase price set forth on the signature page hereof (the “Purchase Price”).
Subscription and Issuance of Notes. (A) The Investors agree, on the terms and subject to the conditions specified in this Agreement, to lend to the Company in cash or via the cancellation of existing indebtedness, the amounts set forth opposite each Investor's name in the Schedule of Investors.
(B) In return for the consideration provided by each Investor, the Company shall issue to such Investor a redeemable convertible note in substantially the form attached hereto as Exhibit B.
(C) Each such Note shall have a principal balance equal to one hundred percent (100%) of the aggregate amount of consideration provided by such Investor (the "INVESTMENT AMOUNT"), shall be convertible into Ordinary Shares on terms more fully described in the Note, and shall be dated as of the date such consideration is provided to the Company.
(D) The closing (the "CLOSING") of the subscription and issuance of the Notes will be held at the offices of HSBC in Hong Kong at 11:00 a.m. on April 16, 2004 or on such other date and time as is mutually agreed upon by the Company and the Investors; provided, however, that Closing shall actually be deemed to have occurred for purposes of this Agreement only as specified in Clause 2(E)(iii) below. This Agreement will immediately terminate (i) with respect to any Investor that fails to participate in the Closing, except as otherwise provided in Clause 2(E)(iv), and such party shall no longer be considered an Investor hereunder, or (ii) if Closing has not occurred by April 27, 2004, unless agreed upon in writing by the Company and all Investors.
(E) In connection with Closing, the delivery of the Investors' respective Investment Amounts and the issuance of the Notes shall take place in strict accordance with the provisions of this Clause 2(E). Each Investor's obligation to deliver the Investment Amount listed opposite its name in the Schedule of Investors shall be several and not joint, such that no Investor is obligated to make up any part of another Investor's Investment Amount that is not funded.
(i) As provided in Clause 2(F)(xiv), SEABRIGHT shall deliver the SEABRIGHT Notes to the Company for cancellation upon Closing, together with SEABRIGHT's confirmation of its agreement to the cancellation of the SEABRIGHT Notes. Such delivery shall fully satisfy SEABRIGHT's obligation to pay its Investment Amount.
(ii) Upon satisfaction of the conditions specified in Clause 2(F)(or waiver thereof by all the Investors), INTEL and QUALCOMM shall each deliver their respective Investment ...
Subscription and Issuance of Notes. 2.1 Subject to the terms and conditions set forth herein, on the date of Closing referred to in Section 3 hereof, the Purchaser shall purchase from the Company, and the Company shall sell and issue to the Purchaser US$1,000,000,000 aggregate principal amount of the Notes for a purchase price (the “Purchase Price”) of US$1,000,000,000. The Purchaser acknowledges that the Notes will be subject to restrictions on transfer as set forth in this Agreement.
2.2 Subject to the terms and conditions described in the Note, the Notes shall be convertible into shares of Common Stock at the conversion price provided in Section 3(b) of the Note. On the date of Closing, the initial conversion price shall be calculated as one hundred thirty percent (130%) of the Closing Price on November 10, 2014.
Subscription and Issuance of Notes