Extracts:
( N.B. My emphases Bold type and italics)
In Definitions 1.1
Subscription Price means:
(a) with respect to CHAMP Australia, the amount of $13,919,100;
(b) with respect to CHAMP SWF, the amount of $5,742,000;
(c) with respect to CHAMP WW, the amount of $17,049,100;
(d) with respect to CHAMP Singapore, the amount of $19,289,800; and
(e) with respect to SK, the amount of $14,000,000.
5.2 Payment of dividends to ordinary shareholders of the Company
Each of the Company and the Issuer may only pay a dividend, or make any other type of distribution, on any class of its shares (in the case of the Company) or its non RPS shares (in the case of the Issuer) if, prior to any such payment, the Company has procured that all RPS Distribution Amounts that are due and payable under the RPS Terms prior to the proposed dividend payment date are paid in priority to the payment of the dividend to the holders of Ordinary Shares or non RPS Shares in the case of the Issuer (as applicable).
5.3 Consequences of not Redeeming on or before the Step Up Date
If all of the RPS are not Redeemed or Converted on or before the Step Up Date, the Company must not pay or announce the payment of a dividend on its Ordinary Shares before the date on which all of the RPS are Redeemed.
7.1 Conversion right
(a) Subject to this clause 7, an Investor (the “Converting Investor”) may at any time, and from time to time, by 20 Business Days’ notice to the Company (“Conversion Notice”) during the Conversion Period convert some or all of the Converting Investor’s RPS into Ordinary Shares (rounded down to the nearest whole number), in each case in accordance with this document and the RPS Terms, ....
... Conversion Price means $2.00.
Conversion Period means the period from the Completion Date until the later of: (a) 18 months after the Completion Date; or (b) 12 months after the Merger Termination Date.
The merger activity was terminated at the end of 2015
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