Subscription and Closing. 2.01. Pursuant to and in accordance with the terms and conditions of this Agreement, Stockholder hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company, on the basis of the representations and warranties set forth herein, subject to its right in its sole discretion to accept or reject this subscription, in whole or in part, agrees to sell to Stockholder, the number of Share set forth on Exhibit “A” to this Agreement for the consideration as stated on Exhibit “A”, which is incorporated into this Agreement as though fully stated herein.
Subscription and Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase
(i) a Note with a principal amount equal to the Principal Amount set forth on the signature page to this Agreement, such Note being convertible into shares of Common Stock at the Conversion Price, and
(ii) a Warrant entitling the Investor to purchase shares of Common Stock at the Warrant Exercise Price, exercisable to purchase one-half the number of shares of Common Stock that the Note is convertible into at the Conversion Price. The date on which the closing of such purchase and sale occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and the Investor, (B) each of the conditions to the Closing described herein has been satisfied or waived as specified therein and (C) full payment of the Investor’s Purchase Price (as defined below) payable with respect to the Note and Warrant has been made to the Company by the Investor in cash.
Subscription and Closing. 1.1 The Subscriber irrevocably subscribes for the Shares at the subscription price and agrees to purchase, in accordance with the terms of this Subscription Agreement, the number of Shares set out on the cover page hereof and, upon execution of this Subscription Agreement, the Subscriber agrees to provide the Co-Operative with funds payable to the Co-Operative in the amount of the aggregate subscription price for such Shares. Subscriber acknowledges and agrees Co-Operative will not consider Subscriber’s Subscription under this Subscription Agreement until receipt of the subscription price for the Shares has been verified.
1.2 The Subscriber’s subscription for the Shares evidenced by the Subscriber’s execution of this Subscription Agreement is subject to acceptance or rejection in whole or in part by the Board of the Co-Operative in its sole discretion and the Co-Operative reserves the right to allot to the Subscriber less than the number of Shares subscribed for. The acceptance of subscriptions for Shares by the Co-Operative is conditional upon the completion and delivery of all documentation relating to a subscription in form and substance satisfactory to the Co-Operative.
1.3 The issue and sale of the Shares to the Subscriber are conditional upon such issue and sale being exempt from the Offering Statement requirements of the Co-Operative Corporations Act (Ontario) and the Subscriber acknowledges and agrees with the Co-Operative that the Co-Operative is relying upon the representations, warranties and covenants of the Subscriber contained herein in connection therewith.
Subscription and Closing. 2.1 The Purchaser hereby subscribes the subscription funds (the "Subscription Funds") referred to below for and agrees to take up the shares (a "Share" or the "Shares") referred to below with a par value of U.S. $0.001 in the capital stock of the Company at a price of U.S. $7.50 per Share.
Subscription and Closing. (a) The minimum Subscription Amount for each Purchaser is $100,000, subject to the Company and the Placement Agent’s mutual agreement to accept a lesser amount.
(b) Each Purchaser acknowledges and agrees that there is no minimum number of Units that must be sold to conduct a Closing, and that the Company may issue and sell Units in one or more additional Closings and pursuant to one or more Other Securities Purchase Agreements (up to a maximum aggregate amount of 2,222,222 Units).
(c) The Subscription Amounts received from the Purchasers will be placed in a non-interest bearing escrow account set up pursuant to the Escrow Agreement, and shall be released to the Company at each Closing.
(d) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall sell to the Purchasers, and each Purchaser, severally and not jointly, shall purchase from the Company, such number of Units as set forth on the signature page hereto executed by such Purchaser. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or at such other location as the parties may mutually agree. For the elimination of doubt, each Purchaser acknowledges and agrees that, except where the context otherwise requires, any references to the “Purchasers” hereunder shall include the Purchasers under this Agreement and all Other Securities Purchase Agreements.
Subscription and Closing. 1.1 The Subscriber irrevocably subscribes for the Shares at the subscription price and agrees to purchase, in accordance with the terms of this Subscription Agreement, the number of Shares set out on the cover page hereof and, upon execution of this Subscription Agreement, the Subscriber agrees to provide the Co-Operative with a certified cheque, money order or bank draft payable to the Co-Operative in the amount of the aggregate subscription price for such Shares.
1.2 The Subscriber’s subscription for the Shares evidenced by the Subscriber’s execution of this Subscription Agreement is subject to acceptance or rejection in whole or in part by the Board of the Co-Operative in its sole discretion and the Co-Operative reserves the right to allot to the Subscriber less than the number of Shares subscribed for. The acceptance of subscriptions for Shares by the Co-Operative is conditional upon the completion and delivery of all documentation relating to a subscription in form and substance satisfactory to the Co-Operative.
1.3 The issue and sale of the Shares to the Subscriber are conditional upon such issue and sale being exempt from the Offering Statement requirements of the Co-Operative Corporations Act (Ontario) and the Subscriber acknowledges and agrees with the Co-Operative that the Co- Operative is relying upon the representations, warranties and covenants of the Subscriber contained herein in connection therewith.
Subscription and Closing. 3.1 Each Purchaser shall execute and deliver to the Company at its address set forth in Section 10 hereof, two counterparts of this Agreement. This Agreement shall become the binding obligation of the parties upon acceptance by the Company, and the date of this Agreement shall be the date the Company executes this Agreement, as indicated on the signature page hereof.
3.2 The closing with respect to the purchase and sale of the Tranche 1 Shares (the "Tranche 1 Closing") shall take place at the offices of Sherxxxx & Xoe, XXC, at 424 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxxx, xx 10:00 a.m. on December 31, 1997 (the "Tranche 1 Closing Date") or such other date as shall be mutually determined by the Company and the Purchasers.
3.3 The closing with respect to the purchase and sale of the Tranche 2 Shares (the "Tranche 2 Closing") shall take place at the offices of Sherxxxx & Xoe, XXC, at 424 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxxxx, xx 10:00 a.m. within ten (10) business days of the first to occur of (i) the Company receiving a written demand for the Tranche 2 Closing from Purchasers representing at least ten percent (10%) of the Tranche 2 Shares, (ii) the Purchasers receiving a written demand for the Tranche 2 Closing from a duly authorized officer of the Company; provided, in either case, such demand has been received on or before December 31, 2000 (the "Tranche 2 Closing Date").
3.4 At each Closing, the Company will deliver to each Purchaser certificates evidencing the Shares to be purchased by such Purchaser, registered in such Purchaser's or its nominee's name, upon payment of the purchase price therefor, by a cashier's check, or by wire transfer of immediately available funds to Statx Xxxxxx Xxxx xxx Xxxxx Xx., Xxxxxx, XX 00000, XXA Routing No. 0110-0000-0, xxr credit to EB Sales Group Account, DDA# 9904-000-0, Xxnd Name/Class 695, Account No. 1007577515, Name on Account: @Plan, in the aggregate amount for the respective Closing set forth opposite such Purchaser's name on Schedule 1 to this Agreement.
Subscription and Closing. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and the Investor agrees to purchase
(i) a Note with a principal amount equal to the Principal Amount set forth on the signature page to this Agreement, such Note being convertible into shares of Common Stock at the Conversion Price, and
(ii) a Warrant entitling the Investor to purchase shares of Common Stock at the Warrant Exercise Price, exercisable to purchase one-half the number of shares of Common Stock that the Note is convertible into at the Conversion Price. The date on which the closing of such purchase and sale occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and the Investor, (B) each of the conditions to the Closing described herein has been satisfied or waived as specified therein and (C) full payment of the Investor’s Purchase Price (as defined below) payable with respect to the Note and Warrant has been made to the Company by the Investor tendering to the Company the original instruments evidencing the Existing Indebtedness and canceling the Existing Indebtedness in an amount equal to the Purchase Price, which includes all principal and accrued but unpaid interest attributable to the Existing Indebtedness.
Subscription and Closing. (1) Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase Securities consisting of: (i) the number of Shares set forth on the signature page of such Purchaser hereto, and (ii) a Warrant to purchase one (1) share of Common Stock for every two and one-half (2.5) Shares purchased hereunder. The total amount of Securities to be issued pursuant to the Offering shall not exceed 15,000,000 Shares and Warrants to purchase 6,000,000 shares of Common Stock. This Agreement will not be binding on either the Purchaser or the Company until the Company has executed Agreements for the purchase and sale of not less than 12,871,287 Shares and Warrants to purchase 5,148,515 shares of Common Stock (the “Minimum Offering”).
(2) The purchase price for the Securities acquired pursuant to this Agreement shall be $1.01 per Share (the ”Purchase Price”). The aggregate Purchase Price applicable to the Securities subscribed for by each Purchaser is set forth on the signature page of such Purchaser and shall be referred to as such Purchaser’s “Subscription Amount.”
(3) As soon as possible, but not later than 45 days after the execution of this Agreement by the Company, the Company shall hold a closing of the Offering (the ”Closing”) at which each Purchaser shall deliver its entire Subscription Amount, by wire transfer to an account established by the Company in accordance with the wire transfer instructions set forth on Schedule B, against delivery by the Company to each Purchaser of (i) stock certificates representing the Shares purchased under this Agreement; (ii) a Warrant to purchase such number of shares of Common Stock calculated based on the number of Shares issued at Closing in accordance with Paragraph (1) above, In addition, at Closing, the Company will deliver to the Purchasers and to Xxxxxxxxxxx & Co. Inc., the placement agent for the Offering (the ”Placement Agent”), (i) a certificate, executed by the Company’s Chief Executive Officer, stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of the Closing as though made on and as of the Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (ii) cause to be de...
Subscription and Closing. (a) On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, the Company will issue and sell to each of the Investors, and each of the Investors, severally and not jointly, will purchase from the Company, the number of Shares set forth on such Investor’s signature page at a purchase price of $1.81
