Subscription and Closing Procedures Clause Samples
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Memorandum, consents to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes Placement Agent and its agents and employees to use the Memorandum in connection with the offering of the Shares until the earlier of (i) the Termination Date or (ii) the Final Closing. No person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those contained in the Memorandum in connection with the sale of the Shares.
(b) During the Offering Period, the Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company Group and their respective affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent.
(c) Each prospective purchaser will be required to complete and execute an original signature pages to the Subscription Agreement (the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s wire transfer in the full amount of the purchase price for the number of Shares desired to be purchased, subject to the Escrow Agent’s (as defined below) right to accept a check in lieu of a wire transfer.
(d) All funds for subscriptions received by the Placement Agent from the Offering (not otherwise wired directly to the Escrow Agent) will be promptly forwarded by the Placement Agent and deposited into a non-interest-bearing escrow account (the “Escrow Account”) established for such purpose with Signature Bank, New York, New York (the “Escrow Agent”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement among the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”). The Company will pay all fees related to the establishment and maintenance of the Escrow Account and comply with procedures required by the Escrow Agent. The Company will either accept or reject, for any or no reason, the Subscription Documents in a timely fashion and at each Closing, the Company...
Subscription and Closing Procedures. The Company shall cause to be delivered to the Placement Agent copies of any offering documents (the “Offering Documents”) related to the Offering and hereby consents to the use of such copies for the purposes permitted by the Securities Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Offering Documents in connection with the sale of the Securities during the Term, and no person nor entity is or will be authorized to give any information or make any representations other than those contained in the Offering Documents or to use any offering materials other than the Offering Documents in connection with the sale of the Securities, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials. Each prospective investor will be required to complete and execute the Offering Documents. The Offering will be made to no more than 5 institutional accredited investors and the Company agrees to not accept any subscription funds until all of the closing conditions to the Offering have been satisfied.
Subscription and Closing Procedures. (a) The Company shall make available to the Agents and their representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Agents. The Company recognizes and agrees that the Agents (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
Subscription and Closing Procedures. (a) No person or entity is or will be authorized to give any information or make any representations other than those contained in the Offering Documents and the SEC Filings or to use any offering materials other than the SEC Filings and the Offering Documents in connection with the sale of the Securities.
(b) The Company shall make available to the Placement Agent and its representatives such information as may be reasonably requested in making a reasonable investigation of the Company and its affairs and shall provide access to such employees during normal business hours as shall be reasonably requested by the Placement Agent. The Securities sold in the Offering will be sold pursuant to Securities Purchase Agreements between the Company and each of the investors in the Offering.
(c) If subscriptions for the Securities have been accepted prior to the Termination Date and all of the conditions set forth elsewhere in this Agreement are fulfilled or waived, a Closing shall be held promptly with respect to the Securities sold at the offices of Lucosky B▇▇▇▇▇▇▇, LLP, counsel to the Company, or by exchange of documentation by facsimile or email. Delivery of payment for the accepted subscriptions for Securities will be made at the Closing against delivery of the Securities by the Company.
(d) Upon receipt from investors in the Offering, the Placement Agent shall forward to the Company’s counsel, Lucosky B▇▇▇▇▇▇▇, LLP, all executed Securities Purchase Agreements and other Offering Documents.
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent copies of the Subscription Documents and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees to use the Subscription Documents in connection with the sale of the Bridge Notes until the earlier of (i) the Termination Date or (ii) the Final Closing (as defined in Section 4(e) below), and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Subscription Documents or to use any offering materials other than those contained in the Subscription Documents in connection with the sale of the Bridge Notes, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) The Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial information, and other information regarding the Company (the "Information"), as may be reasonably requested in making a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent. The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute the Subscription Documents, Anti-Money Laundering Form, Accredited Investor Certification and other documents which will be forwarded or delivered to the Placement Agent at the Placement Agent's offices at the address set forth in Section 12 hereof or to an address identified in the Subscription Documents.
(d) Simultaneously with the delivery to the Plac...
Subscription and Closing Procedures. (a) Each prospective Purchaser will be required to complete and execute the Securities Purchase Agreement and a Confidential Purchaser Questionnaire, which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof, together with the subscriber’s check or wire transfer of immediately available United States funds in the full amount of the purchase price for the number of Units desired to be purchased.
(b) The closing (the “Closing”) of the purchase and sale of the Units (the “Offering”) will take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at or before 11:59 p.m., local time, on September 30, 2003. The Closing may take place at another time, place or earlier date as is mutually agreed upon by the Company and the Purchasers in the Offering. The date of the Closing is referred to as the “Closing Date.” At the Closing, the Company will register in the name of each Purchaser that number of Units and that number of Common Stock Warrants being purchased by such Purchaser in accordance with Exhibit A to the Securities Purchase Agreement, against payment of each Purchaser’s Purchase Price (as defined in the Securities Purchase Agreement) by check or wire transfer of immediately available United States funds payable to the Company’s account. The Units and the Common Stock Warrants will be registered in the Purchasers’ names or the names of the nominees of the Purchasers pursuant to instructions delivered to the Company not less than two (2) business days prior to the Closing Date and will be delivered to the Purchasers within ten (10) business days after the Closing Date.
Subscription and Closing Procedures. (a) Each prospective purchaser will be required to complete and execute one original of each of the Subscription Agreement and Registration Rights Agreement in the forms annexed to the Memorandum ("Subscription Documents"), which will be forwarded or delivered to the Placement Agent at the Placement Agent's offices at the address set forth in Section 11 hereof, together with the subscriber's check or good funds in the full amount of the Offering Price for the number of Units desired to be purchased.
(b) All funds for subscriptions received from the offering of the Units will be promptly forwarded by the Placement Agent or the Company, if received by it, to and deposited into the escrow account (the "Escrow Account") established for such purpose with United States Trust Company of New York (the "Escrow Agent"). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of the Escrow Agreement among the Company, the Placement Agent and the Escrow Agent. The Company will pay all fees related to the establishment and maintenance of the Escrow Account. Any interest accruing on funds in the
Subscription and Closing Procedures. (a) Each prospective purchaser will be required to complete and execute original signature pages in the forms annexed to the Memorandum (collectively, the “Subscription Documents”), which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 14 hereof, together with the subscriber’s check or good funds in the full amount of the Offering Price for the number of Units desired to be purchased.
Subscription and Closing Procedures. (a) Each prospective purchaser will be required to complete and execute one original of each of the Subscription Agreement and Registration Rights
Subscription and Closing Procedures. (a) The Company shall cause to be delivered to the Placement Agent and any Sub-Agent copies of the Subscription Documents and has consented, and hereby consents, to the use of such copies for the purposes permitted by the Act and applicable securities laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and any Sub-Agent, and their respective agents and employees to use the Subscription Documents in connection with the sale of the Units until the earlier of (i) the Termination Date or (ii) the Final Closing, and no person or entity is or will be authorized to give any information or make any representations other than those contained in the Subscription Documents or to use any offering materials other than those contained in the Subscription Documents in connection with the sale of the Units, unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.
(b) The Company shall make available to the Placement Agent, any Sub-Agent and their respective representatives such information, including, but not limited to, financial information, and other information regarding the Company (the “Information”), as may be reasonably requested in making a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent or any Sub-Agent. The Company recognizes and agrees that the Placement Agent and a Sub-Agent (i) will use and rely primarily on the Information and generally available information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information, and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.
(c) Each prospective purchaser will be required to complete and execute the Subscription Documents, Anti-Money Laundering Form and other documents (the “Subscription Documents”) which will be forwarded or delivered to the Placement Agent at the Placement Agent’s offices at the address set forth in Section 12 hereof.
(d) Simultaneously with the delivery to the Plac...