Subscription and Closing Sample Clauses

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. 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 cash or a personal cheque made 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. (a) The minimum Subscription Amount for each Purchaser is $250,000, 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 Shares that must be sold to conduct a Closing, and that the Company may issue and sell Shares in one or more additional Closings and pursuant to one or more Other Securities Purchase Agreements (up to a maximum aggregate amount of 42,500,000 Shares). (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 Shares 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. 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. 3.1 The 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 Series A Preferred Stock (the "Tranche 1 Closing") shall take place at the offices of Sher▇▇▇▇ & ▇oe, ▇▇C, at 424 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ 9:00 a.m. on July 24, 1996 (the "Tranche 1 Closing Date") or such other date as shall be mutually determined by the Company and the Purchasers; provided, however, that such closing may occur in two stages prior to the Tranche 2 Closing (as hereinafter defined) if the condition set forth in Section 7.1.8(a) hereof has not been fulfilled and has been waived by (or on behalf of) the Purchasers. Any such additional stages of the Tranche 1 Closing shall, for all purposes hereunder, be effective as of the date of the initial Tranche 1 Closing. 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 Sher▇▇▇▇ & ▇oe, ▇▇C, at 424 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ such date as shall be mutually determined by the Company and the Purchasers' Representatives (as defined in Section 6.8 hereof) , and in any event no later than five (5) business days after the satisfaction of the last to occur of the conditions set forth in Section 7.3 below (the "Tranche 2 Closing Date"). 3.4 The closing with respect to the purchase and sale of the Tranche 3 Shares (the "Tranche 3 Closing") shall take place at the offices of Sher▇▇▇▇ & ▇oe, ▇▇C, at 424 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ such date as shall be mutually determined by the Company and the Purchasers' Representatives, and in any event no later than five (5) business days after the occurrence of the events set forth in Section 7.4 below (the "Tranche 3 Closing Date" which together with the Tranche 1 Closing Date and the Tranche 2 Closing Date is sometimes referred to as the "Closing Date"). 3.5 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...

Subscription and Closing. (i) The deposit of the Notes and the Purchase Price (as defined below) into escrow (the “Subscription”) shall occur on the Subscription Date at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The date and time of the Subscription (the “Subscription Date”) shall be 10:00 a.m., New York City Time, immediately following notification of satisfaction (or waiver) of the conditions to the Subscription set forth in Section 6 below or on a date to be mutually agreed to by the Company and each Buyer. (ii) The closing of the purchase of the Notes (the “Closing”) shall take place at such time as JPMorgan Chase Bank (the “Escrow Agent”) takes the Release Actions (as defined below). The date and time of the Closing shall be referred to as the “Closing Date”.

Subscription and Closing. The closing of the purchase of the Offered Units (the “Closing”) and the payment of the Purchase Price (as defined below) shall occur on the Closing Date (as defined below) at the offices of Sciens Capital Management LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City Time, on the business day immediately following notification from the Company of satisfaction (or waiver) of the conditions to the Closing set forth in Section 6 below or on a date to be mutually agreed to by the Company and each Buyer.