For All Subscribers. The Subscriber acknowledges and agrees that the Fund may request the Subscriber to purchase Shares on any Drawdown Date that is more or less than the Subscriber’s pro rata share of all Unfunded Capital Commitments, or request Other Subscribers (but not Subscriber) to purchase Shares on any Drawdown Date, in each case such that the Subscriber or any such Other Subscriber, as applicable, will fund an amount such that, following its purchase of Shares from the Fund, the Subscriber or such Other Subscriber, as applicable, has the same proportion of Unfunded Capital Commitments as the Subscriber or Other Subscribers, as applicable. The Subscriber acknowledges and agrees that the Fund generally intends to request capital contributions from the Subscriber and Other Subscribers, collectively, pro rata in accordance with the Unfunded Capital Commitments of the Subscriber and Other Subscribers. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that the Fund may request the Subscriber or any Other Subscriber to purchase Shares on any Drawdown Date in an amount greater than the Subscriber’s or such Other Subscriber’s, as applicable, pro rata portion of all Unfunded Capital Commitments to the Fund to purchase Shares.
For All Subscribers. (Address of Subscriber) (City) (Postal Code) (Telephone Number) (Fax Number) (Business Telephone Number) (Email Address) (Disclosed Principal's Residential Address) (Name of Beneficial Purchaser) Details of Beneficial Purchaser, if not the same as Subscriber: If Subscriber is a Corporation: Name of Subscriber (please print) By: Signature of Authorized Person Name of Authorized Person Business Number The Subscriber hereby directs the Trust to enter its name (or the name of its nominee) on the register of Subscribers and deliver confirmation of Units as follows:
For All Subscribers. (C) Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares.
For All Subscribers. (D) The Fund shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Fund shall have given its prior written consent thereto and there shall have been filed with the Fund a dated notice of such Transfer, in form satisfactory to the Fund, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Subscription Agreement, the provisions of the Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.
For All Subscribers. (b) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Drawdown Date or Catch-Up Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; (iii) the estimated number of Shares to be purchased by such Shareholder; and (iv) the Drawdown Date on which such Drawdown Amount is due. For the purposes of this Subscription Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “Exchange Act”).
For All Subscribers. (d) On each Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Amount to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice.
For All Subscribers. (h) The Subscriber agrees that, upon the request of the Company or the Advisor, it will provide such information as the Company or the Advisor requires to satisfy applicable anti-money laundering laws and regulations, including, without limitation, the Subscriber’s anti-money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial owners, and audited financial statements, if any.
For All Subscribers. 9.1.2. If the Subscriber is an Individual, (a) the execution, delivery and performance by the Subscriber of this Subscription Agreement are within such person’s legal right and power, require no action by or in respect of, or filing with, any governmental body, agency or official, or any third party (except as disclosed in writing to the Company as of the date that this Subscription Agreement is signed by the Subscriber), and do not and will not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Subscriber or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of his respective properties is bound, other than contraventions or defaults that do not impair or otherwise affect the Subscriber’s ability to perform its obligations under this Subscription Agreement or are not material to the Subscriber’s financial condition; and (b) this Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the execution, delivery or performance of this Subscription Agreement by the Subscriber, nor the consummation of the transactions contemplated hereby, will result in the creation or imposition of any lien or encumbrance upon any of the assets or properties of such Subscriber. If the individual subscribing in the Company is investing assets on behalf of an XXX, the individual who established the XXX has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the XXX to execute the acknowledgement on the signature page and (ii) has signed below to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made herein with respect to the XXX and the individual Subscriber.
For All Subscribers. Former Investors The Company will adhere to the policies and practices described in this notice regardless of whether a shareholder is a current or former investor in the Company.
For All Subscribers. Our Security Procedures Any service provider receiving your personal information will be authorized to use such information only to perform the services required of them by the Fund and its affiliates, and then only as permitted by applicable law. When we share personal information with companies working on our behalf, we protect your personal information where required by law with confidentiality agreements which obligate companies to keep your information confidential. We restrict access to non-public personal information to those employees of the Fund or its affiliates who require access to provide services to the Fund and its affiliates and its investors. We maintain physical, electronic and procedural safeguards that comply with federal regulations to guard your non-public personal information. Your right to privacy extends to all forms of contact with us, including telephone, written correspondence and electronic media. We are committed to safeguarding the nonpublic personal information of our investors and will adhere to the foregoing policies for both our current and former investors. FOR ALL SUBSCRIBERS SIGNATURE PAGE INDIVIDUAL SUBSCRIBER*: Name of Individual Subscriber INSTITUTIONAL SUBSCRIBER: Name of Institutional Subscriber Signature: By: Print Name: Print Name: Date: Title: Date: * If IRA, must be in the form of: (the name of the IRA Custodian) for the benefit of (the name of the individual) and must also be acknowledged by custodian or trustee below. Acknowledgment by XXX Xxxxxxxxx or Trustee with respect to Investment for an IRA: By signing below, the undersigned custodian or trustee of the IRA for the benefit of the Individual Subscriber named above (the “Client IRA”) acknowledges that investment in the Fund is being made through the Client IRA from the below referenced account and certifies that the Client IRA has directed the custodian or trustee to sign this Subscription Agreement on behalf of the IRA. The trustee or custodian’s contact, account reference number and Tax ID are set forth below. Name of XXX Xxxxxx: Name and Address of Custodian: Contact Individual: IRA Account or Other Reference Number: Trustee/Custodian’s Tax I.D. Number: Acknowledgement by Custodian: By: Name: Title:
