Subscription Agreement Funds Sample Clauses

Subscription Agreement Funds. Borrower shall direct, or shall cause Guarantor to direct, any transfer agent receiving Subscription Agreements Funds on behalf of Borrower or Guarantor to transfer any funds held by such transfer agent into the Pledged Account with Lender no later than five (5) business following Guarantor’s monthly sweep date. “Subscription Agreement Funds” is defined for this and all Loan Documents associated with the Loan to mean any and all capital raised from investors for the benefit of Guarantor, less amounts retained by transfer agents, paid to placement agents, or similar amounts deducted in the ordinary course of such transactions.
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Subscription Agreement Funds. The Guarantor and Borrower shall direct the Escrow Agent and Transfer Agent to transfer the Subscription Agreement Funds strictly pursuant to the Flow of Subscription Agreement Funds. Borrower and Guarantor shall take all necessary action to guaranty that (a) the Subscription Agreement Funds are transferred strictly pursuant to the Flow of Subscription Agreement Funds, and (b) any Subscription Agreement Funds held by the Escrow Agent are deposited into the Pledged Account (which is an account of the Borrower) with Bank no later than five (5) business days after Guarantor’s monthly sweep date. Borrower and Guarantor shall direct all Broker Dealers to only utilize Transfer Agent for receipt of Subscription Agreement Funds. In order to remove or replace the Transfer Agent, Borrower and Guarantor must (a) provide thirty (30) days prior written notice of the removal and name the replacement Transfer Agent, and (b) obtain a letter from the replacement Transfer Agent substantially similar to the letter required from Transfer Agent pursuant to Section 4.1(q) of this Agreement. Borrower and Guarantor shall direct the Transfer Agent to only deposit Subscription Agreement Funds with Escrow Agent, and Bank must consent in writing to the removal or replacement of Escrow Agent. Borrower and Guarantor shall direct the Escrow Agent to only disburse Subscription Agreement Funds into the Pledged Account (or to CNL Securities Corp. to the extent of the Sales Load), and Bank must consent in writing to a disbursement to any other account. Borrower and Guarantor shall provide written notice to Bank prior to adding any additional Broker-Dealers or other fiduciaries to the list provided as Exhibit D, and shall direct any additional Broker-Dealers or other fiduciaries to comply with the provisions of this Section 6.22.
Sample 1
Subscription Agreement Funds. Telepanel hereby subscribes for and agrees to purchase 900 Class A Common Shares, and ERS hereby subscribes for and agrees to purchase 100 Class B Common Shares, from the Corporation for a purchase price of Cdn. $.01 per share. The Joint Venture shall maintain one or more bank accounts in its own name in which shall be deposited such sums and the receipts and income received by the Joint Venture from its operations (including all Working Capital Advances pursuant to the Joint Distribution Agreement). The Stockholders hereby agree that the Joint Venture may not issue any additional Class A Common Shares or Class B Common Shares, or any other security, or any option or warrant or other right with respect thereto, or any rights convertible into any such securities, or enter into any agreements with respect to the foregoing, without the prior written consent of each Stockholder.
Sample 1

Related to Subscription Agreement Funds

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • The Subscription Agreement The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Subscription Agreement The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Warrant Subscription Agreement The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Escrow Agreements The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement.

  • SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned together with the completed Investor Questionnaire, whereupon this Agreement shall become a binding agreement between us. Your signature below also constitutes your signature to the Investor Questionnaire you have delivered to the Company as of the date indicated below. COMPANY: CHROMADEX CORPORATION a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer Dated: April 22, 2010 SUBSCRIBER: Name: Xxxxxxxx Xxxxxxx By: /s/ Print Name: Xxxxxxxx Xxxxxxx Title: (if Applicable) [Authorized Person] Dated (including date of Investor Questionnaire): April 22, 2010 Subscriber Address for Notices: Facsimile: Subscriber’s Social Security Number or Tax Identification Number (as applicable): Purchase Price: $7,000.00 Common Shares to be purchased: 50,000 Number of Warrant Shares to be represented by Warrant: 50,000

  • Lockup Agreement The Company will deliver to the Subscribers on or before the Closing Date and enforce the provisions of irrevocable lockup agreements (“Lockup Agreement”) in the form annexed hereto as Xxxxxxx X0, Xxxxxxx X0 and Xxxxxxx X0, with the persons identified on Schedule 9(v) with respect to the Common Stock identified on Schedule 9(v). The Company further agrees it will not issue any shares described in Section 12(a)(v) unless the employee has delivered prior thereto an executed Lockup Agreement.

  • Voting Agreement Stockholder hereby agrees with Parent that, at any meeting of Company's stockholders, however called, and any adjournment or postponement thereof, or in connection with any written consent of Company's stockholders, Stockholder shall vote any Shares with respect to which Stockholder has voting power (i) in favor of approval of the Merger and the Merger Agreement and any actions recommended by the Board of Directors of Company that are required in furtherance of the transactions contemplated thereby; provided that Stockholder shall not be required to vote for any action that would decrease the number of shares of Parent Common Stock to be received by the stockholders of Company in respect of their shares of Company capital stock in the Merger; (ii) against any proposal to authorize any action or agreement that would result in a breach in any respect of any representation, warranty, covenant, agreement or obligation of Company under the Merger Agreement or that would prevent the consummation of the Merger; (iii) against: (A) any proposal by Company to enter into or consent to any Third Party Acquisition (as defined below); (B) any change in the individuals who, as of the date hereof, constitute the Board of Directors of Company (except as contemplated by the Merger Agreement); (C) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Company and any Third Party (as defined below), other than the Merger; (D) a sale, lease, transfer or disposition of all or substantially all of the assets of Company's business outside the ordinary course of business, or of any assets that are material to its business whether or not in the ordinary course of business, or a reorganization, recapitalization, dissolution or liquidation of Company; (E) any amendment of Company's Certificate of Incorporation or bylaws, except as contemplated by the Merger Agreement; and (F) any other action that is intended, or could reasonably be expected, to impede, interfere with, delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or any of the transactions contemplated by this Agreement; and (iv) in favor of any proposal to grant Company's management discretionary authority to adjourn any meeting of Company's stockholders for the purpose of soliciting additional proxies in the event that, at any meeting held for the purpose of considering the Merger Agreement, the number of shares of Company Common Stock present or represented and voting in favor of the Merger is insufficient to approve the Merger.

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