SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS Sample Clauses

SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS. 3.1 Subscription for the Subscription Receipts The Subscriber hereby confirms its irrevocable subscription for and offer to purchase from the Corporation that number of Subscription Receipts indicated on page 2 of this Subscription Agreement, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount which is payable as described in Article 4 hereto. Each Subscription Receipt shall entitle the holder thereof to receive, upon automatic exchange in accordance with the terms of the Subscription Receipt Certificates, which are summarized in the Term Sheet, without payment of additional consideration or further action on the part of the holder thereof, one common share in the capital of the Corporation (each, an “Underlying Share”) and one half (1/2) of one common share purchase warrant of the Corporation (each, a “Warrant”) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Condition at or prior to the Escrow Release Deadline, as more fully described in the Subscription Receipt Certificate. Each Warrant entitles the holder thereof to acquire one common share in the capital of the Corporation (each, a “Warrant Share”) for an exercise price of US$1.50 per Warrant Share for a period of five (5) years following the Escrow Release Date, subject to adjustment in certain events, as will be more fully described in the Warrant Indenture. A summary of material terms of the Subscription Receipts, Underlying Shares and Warrants are set forth in the Term Sheet, reproduced in Schedule “A”; however, reference should be made to the Subscription Receipt Certificate and the Warrant Indenture for the definitive terms of the Subscription Receipts and the Warrants. In the event of a conflict or inconsistency between the provisions hereof, including the Term Sheet, and the Subscription Receipt Certificate or the Warrant Indenture, as applicable, the Subscription Receipt Certificate or the Warrant Indenture, as applicable, shall be paramount and govern. THE SUBSCRIBER ACKNOWLEDGES THAT ALL SUBSCRIPTION RECEIPTS WILL BEAR THE FOLLOWING U.S. RESTRICTIVE LEGEND: “THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYP...
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SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS. 3.1 Subscription for the Subscription Receipts 7 3.2 Description of Subscription Receipts 7
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SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS. 3.1 Subscription for Subscription Receipts The Subscriber hereby confirms its subscription for and offer to purchase the Subscription Receipts from the Corporation, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount, which is payable as described in Article 4 hereto.
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SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS 
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Related to SUBSCRIPTION AND DESCRIPTION OF SUBSCRIPTION RECEIPTS

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • TERMS OF SUBSCRIPTION 3.1 Subject to Section 3.2 hereof, the subscription period will begin as of the date of the Offering Circular and will terminate at 11:59 PM Eastern Time, on the earlier of the date on which the Maximum Offering is sold or one (1) year from the commencement date or the date the Offering is terminated by the Issuer (the “Termination Date”).

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Authorization and Description of Shares The Shares have been duly authorized for issuance and sale by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued and fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder.

  • Acceptance of Subscriptions 4.1 Following Agent’s first receipt of Subscriptions, on each business day, or more frequently if reasonably requested as to major tally figures, forward a report by email to [________________] (the “Company Representative”) as to the following information, based upon a preliminary review (and at all times subject to a final determination by Company) as of the close of business on the preceding business day or the most recent practicable time prior to such request, as the case may be: (i) the total number of shares of the Additional Common Stock Subscribed for; (ii) the total number of the Rights sold; (iii) the total number of the Rights partially Subscribed for; (iv) the amount of funds received; and (v) the cumulative totals in categories (i) through (iv), above.

  • Subscription of Shares For the sum of U.S.$25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.

  • FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS SECTION 2.01 FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02 DEPOSIT OF SHARES.

  • Method of Subscription It is hereby acknowledged and agreed by the parties hereto that any subscription for Shares shall be made by the Subscriber:

  • 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.

  • 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.

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