Share Subscriptions Clause Samples
Share Subscriptions. (a) Subject to the prior approval of the Bermuda Monetary Authority, each Shareholder (i) subscribes for (A) the number of Class A Common Shares, par value U.S. $0.01 each of the Company (the “Class A Common Shares”) set forth opposite such Shareholder’s name in Exhibit 1 hereto, and (B) the number of Series A Redeemable Preferred Shares, par value U.S. $0.01 each of the Company (the “Series A Preference Shares”, and together with the Class A Common Shares, the “Securities” or “Shares”), at a purchase price for the Class A Common Shares of U.S. $1.00 per share and for the Series A Preference Shares of U.S. $1,000 per share (together, “Cost”), and (ii) tenders cash in consideration of the issuance of such Class A Common Shares and Series A Preference Shares. Each of the Shareholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer of the subscription consideration from any account into which such amounts may be paid into for the benefit of such Shareholder to any account established for the benefit of the Company or any of its subsidiaries. The Shareholder’s investment described hereby shall be the only investment in the Company required of the Shareholders under this Agreement and no Shareholder shall, by virtue of such investment, be subject to (i) any further obligation to contribute additional capital to the Company or (ii) any liabilities of the Company that arise in the ordinary course of business.
(b) Each Shareholder agrees to tender by wire or check for consideration of the purchase price of the Securities on the date hereof, provided that immediately upon tender of the consideration for the Securities described in Section 1(a), the Company will issue the Securities.
(c) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SECURITIES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SECURITIES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS. EACH SHAREHOLDER ACKNOWLEDGES THAT SUCH SHAREHOLDER MAY AND CAN AFFORD TO LOSE SUCH SHAREHOLDER’S ENTIRE INVESTMENT AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
Share Subscriptions. (a) The Investors hereby subscribe for the number of (i) shares of the Company’s Common Stock par value $0.001 per share (the “Common Shares”), (ii) shares of the Company’s Series A Convertible Redeemable Preferred Stock par value $0.001 per share (the “Series A Preferred Shares”), (iii) shares of the Company’s Series B Redeemable Preferred Stock par value $0.001 per share (the “Series B Preferred Shares”, together with the Series A Preferred Shares, the “Preferred Shares”) and (iv) warrants to purchase shares of Common Shares (the “Warrants” and, together with the Common Shares and the Preferred Shares, the “Securities”), set forth opposite their respective names on Schedule I hereto, at a purchase price of (A) $1,000 per Common Share, (B) $1,000 per Series A Preferred Share, (C) $1,000 per Series B Preferred Share and (D) $0 per Warrant.
(b) Each Investor agrees to tender, by wire transfer of immediately-available funds to an account specified by the Company, the purchase price of the Securities being purchased by such Investor on the date hereof in consideration for the issuance of such Securities, provided, that immediately upon each Investor’s tender of such consideration, the Company shall issue the Securities subscribed for by such Investor, as set forth in Section 1(a) above. Each of the Investors, in order to facilitate transactions contemplated by this Subscription Agreement, authorizes and appoints the Company or any of the Company’s representatives to direct the transfer of the subscription consideration from any account that such amounts may be paid into for the benefit of such Investor holder to any account established for the benefit of the Company. Each of the Investors shall deliver an IRS Form W-8 or W-9 as applicable.
(c) This Subscription Agreement refers to certain pertinent documents as well as applicable laws and regulations. Each Investor acknowledges that such references are not summaries or complete and are qualified in their entirety by the complete texts of the documents, laws and regulations so summarized.
(d) Each Investor acknowledges to the Company that the Investor has received and has had ample opportunity to ask questions regarding each of the following documents: (i) the Amended and Restated Certificate of Incorporation and the Amended and Restated By-laws of the Company; (ii) the organizational chart and accompanying summary of capitalization for the Company and its subsidiaries and (iii) all agreements, instruments and...
Share Subscriptions. All shares of Delta's common stock sold must be in accordance with a Share Subscription that meets the criteria and qualifications established by Delta, in its sole discretion. Delta, in its sole discretion, may reject any subscription to purchase from any purchaser(s) arranged by Agent and, in such event, will have no obligation whatsoever to compensate Agent (as described in Section 2. above) for any subscriptions to purchase rejected by Delta.
Share Subscriptions. (a) Each Shareholder herewith subscribes for the number of shares set forth opposite such Shareholder's name in Exhibit I hereto of the Company's Common Stock, par value $0.001 per share (the "Common Stock"), at a purchase price of U.S. $1.00 per share and tenders cash in consideration of the subscription for such shares of Common Stock.
(b) Each Shareholder herewith subscribes for the number of shares set forth opposite such Shareholder's name in Exhibit I hereto of the Company's Series A 12% Cumulative Senior Preferred Stock, $0.001 par value (the "Preferred Stock" and, together with the Common Stock, the "Shares"), at a purchase price of U.S. $1,000.00 per share and tenders cash in consideration of the subscription for such shares of Preferred Stock.
(c) Each Shareholder acknowledges to the Company and the other Shareholders that such Shareholder understands and agrees, as follows: THE SHARES HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE SHARES ARE VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE SHARES NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS. EACH SHAREHOLDER ACKNOWLEDGES THAT SUCH SHAREHOLDER MAY AND CAN AFFORD TO LOSE SUCH SHAREHOLDER'S ENTIRE INVESTMENT IN THE SHARES AND THAT SUCH SHAREHOLDER UNDERSTANDS SUCH SHAREHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
Share Subscriptions. On the Closing Date, the Members shall cause the Company to issue (i) Nine Thousand (9,000) Shares to WFCC for a purchase price of Nine Thousand Dollars ($9,000) and (ii) Three Thousand (3,000) Shares to TL for a purchase price of Three Thousand Dollars ($3,000). The aggregate purchase price of such Shares shall equal the aggregate par value of such Shares.
Share Subscriptions. Kilmer Van Nostrand Co. Limited ("KVN") will subscribe for 60 Class ▇ ▇▇▇mon shares of KLL for $600, Philip Stoddart will subscribe for 20 Class B common shares of KLL ▇▇▇ $▇▇▇, ▇▇▇ ▇ichael Griffiths will subscribe for 20 Class B common shares of KL▇ ▇▇▇ $▇▇▇.
Share Subscriptions. Share Subscription Date Per Share Amount Aggregate Amount
Share Subscriptions