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For more information visit our privacy policy.User Subscriptions 2.1. Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non- exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Service Definition Document during the Subscription Term solely for the Customer's internal business operations. 2.2. In relation to the Authorised Users, the Customer undertakes that: 2.2.1. the maximum number of Authorised Users that it authorises to access and use the Services and the Service Definition Document shall not exceed the number of User Subscriptions it has purchased from time to time; 2.2.2. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or the Service Definition Document; 2.2.3. each Authorised User shall keep a secure password for his use of the Services, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his password confidential; 2.2.4. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier's written request at any time or times; 2.2.5. it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; 2.2.6. if any of the audits referred to in clause 2.2.5 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and 2.2.7. if any of the audits referred to in clause 2.2.5 reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in Schedule 1 within 10 Business Days of the date of the relevant audit. 2.3. The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: 2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2. facilitates illegal activity; 2.3.3. depicts sexually explicit images; 2.3.4. promotes unlawful violence; 2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6. is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4. The Customer shall not: 2.4.1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Service Definition Document (as applicable) in any form or media or by any means; or ii. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or 2.4.2. access all or any part of the Services and the Service Definition Document in order to build a product or service which competes with the Services and/or the Service Definition Document; or 2.4.3. use the Services and/or the Service Definition Document to provide services to third parties; or 2.4.4. subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or the Service Definition Document available to any third party except the Authorised Users; or 2.4.5. attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Service Definition Document, other than as provided under this clause 2. 2.5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Service Definition Document and, in the event of any such unauthorised access or use, promptly notify the Supplier. 2.6. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer[DRAFTING NOTE: use the following wording where the client is a public sector body:[, nor to any Contracting Authority other than the Customer]].
Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”
Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Potomac Futures Fund L.P. (the “Partnership”) as indicated on page B-8 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009 as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (this “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.
Subscription Period 5.1.1 The Subscription Period is binding upon both Zensai and the Customer, meaning the Customer cannot terminate the Service, the Support Services and this SAAS Agreement during a Subscription Period. Notwithstanding the above, the Customer can terminate the Subscription due to a material default in the Services, cf. Section 10.3, or if a material change to the terms and conditions of the SAAS Agreement comes into force, cf. Section 16.1, and if the Customer is not in breach of the SAAS Agreement, Zensai will refund a pro rata portion of the Subscription Fee for the remaining un- used period of the Service and Support Services. 5.1.2 The Subscription Fee for the Subscription Period is defined in the Quote. The Customer may add Users or upgrade the Service during the Subscription Period but may not downgrade the number of Users during the Subscription Period. For Support Services, the Customer may upgrade its level of Helpdesk Services during a Subscription Period, but the Customer may not downgrade to a lower service level. 5.1.3 The initial Subscription Period shall be defined in the Quote as accepted by the Customer and shall cover a minimum of 12 months. At the end of the initial term, the Subscription is subject to automatic renewal with a Subscription Period running for terms of 12 months, or longer periods if agreed in a new Quote. The Subscription Fee will be invoiced upon renewal for pre-payment. The Subscription may be changed or terminated by the Customer with a notice of no less than 60 days before renewal. 5.1.4 Zensai may terminate the SAAS Agreement by giving a notice of twelve (12) months before the end of a Subscription Period.
Subscription Term The transfer of Software Subscription(s) to Cloud Access does not change the start date or the duration of the original Software Subscription(s) and once your Software Subscription expires, your access to the Software Subscription in the Vendor’s Cloud will cease, unless otherwise renewed. You may renew your Software Subscription with Red Hat directly or an authorized partner.
Subscriptions Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
Term of Purchased Subscriptions The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
Underwriters’ Warrants The Company hereby agrees to issue to the Underwriter (and/or its designees) on a Closing Date, as defined in Section 3(c) herein, a warrant to purchase a number of Ordinary Shares equal to 7% of the Underwritten Shares and Additional Shares on Closing Date (“Underwriter’s Warrant”). The Underwriter’s Warrant, in the form attached hereto as Exhibit B, shall be exercisable, in whole or in part, commencing on the date of issuance and expiring on the five-year anniversary from the effectiveness of the Offering at an initial exercise price equal to 125% of the Per Share Price (as defined below) of the Offered Securities. The Underwriter’s Warrant shall include a “cashless” exercise feature. The Underwriter understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter’s Warrant and the underlying Ordinary Shares during the one hundred eighty (180) days following the date of effectiveness or commencement of sales of the Offering and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter’s Warrant, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the following the date of effectiveness or commencement of sales of the Offering to anyone other than the circumstances listed under FINRA Rule 5110(g)(2). Delivery of the Underwriter’s Warrants shall be made on a Closing Date and shall be issued in the name or names and in such authorized denominations as the Underwriter may request.
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.
Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.