Subscription and Offering Sample Clauses

Subscription and Offering. The Buyer hereby subscribes for and agrees to purchase that number of shares of Common Stock as set forth on the signature page hereto in cash (equal to the product of the number of Securities of the Company subscribed for multiplied by $0.15), receipt of which is hereby acknowledged by the Company’s acceptance of this Subscription, below.
Sample 1Sample 2
AutoNDA by SimpleDocs
Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase a promissory note (the "Note") issued by the Company in the principal amount of $______. The Note is unsecured, bears interest at 10% per annum and is payable in full, including interest, the earlier of one year from the date of the Note or the effective date of an initial public offering ("IPO") of the Company's securities. As additional consideration for purchasing the Note, the undersigned will receive ______ common stock purchase warrants ("Warrants") (at the rate of one Warrant for each $3.00 of Note purchased), each Warrant entitling the holder to purchase one share of the Company's Common Stock at $3.00 per share at any time until December 31, 1999. The Warrants provide certain registration rights as set forth in the form of Warrant attached hereto as Exhibit B. Notwithstanding the payment date set forth above, if the Note is not repaid by December 1, 1997, then each month thereafter for a period of five months the Company will convert at no cost 20% of the Warrants issued to the undersigned into an equal number of shares of its Common Stock. Accordingly, after five months, all Warrants will be converted into Common Stock. Additionally, at the undersigned's election, the Company will issue one Warrant for each $30.00 of Note purchased in lieu of interest on the Note. A copy of the Note is attached hereto as Exhibit A. The undersigned understands that the Company is offering up to $600,000 of Notes (the "offering") to a group of not more than ten investors and that the offering will close on May 30, 1997 or at such time as all of the Notes are sold, whichever is sooner. The Company may extend the offering for an additional 30-day period in its sole discretion.
Sample 1
Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase _____________________ (_______________ ) shares of the common stock $0.0001 par value per share of the Company at a price of $0.05 per share (the "Shares"), and agrees to pay therefore the total sum of ___________________________ ($US______________) dollars in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below. [The undersigned understands that the Company is offering up to nine million (9,000,000) shares (the "offering") to a group of not more than nine (9) investors until September 30, 2009. The offering will close at the end at 5:00PM (Eastern Standard Time) on September 30, 2009 or at such time as all nine million (9,000,000) shares are sold, whichever is sooner. The Company reserves the right to extend the offering for an additional 30-day period.] The undersigned shall be entitled to receive a purchase warrant substantially in the form of Exhibit A hereto (the “SERIES BB-1 Warrant”) and a stock purchase warrant substantially in the form of Exhibit B hereto (the “SERIES BB-2 Warrant”). The SERIES BB-1 Warrant will entitle the holder thereof to purchase _______________ (________) shares of the Company’s common stock at a price of $0.20 per share for a period of Three (3) years commencing on the date of the acceptance of this Subscription Agreement by the Company; and each SERIES BB-2 Warrant will entitle the holder thereof to purchase _______________ (________) shares of the Company’s common stock at a price of $0.50 per share for a period of Three (3) years commencing on the date of the acceptance of this Subscription Agreement by the Company. All dollar references herein are to U.S. dollars unless otherwise indicated.
Sample 1
Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase ____________ units, each unit consisting of one share of the common stock of the Company ("Shares") and one warrant to purchase a share of Common Stock ("Warrants"), at a price of $0.20 per unit (the "Units"), and agrees to pay therefore the total sum of $ in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below.
Sample 1
Subscription and Offering. The undersigned hereby subscribes for and agrees to purchase ___________ shares of the common stock of the Company at a price of ____ per share (the "Shares"), and agrees to pay therefor the total sum of $___________ in cash, receipt of which is hereby acknowledged by the Company's acceptance of this subscription, below. [The undersigned understands that the Company is offering up to ___________ shares (the "offering") to a group of not more than twenty investors until DATE. The offering will close on DATE or at such time as all _________ shares are sold, whichever is sooner. [The Company reserves the right to extend the offering for an additional 30-day period.]
Sample 1
Subscription and Offering 
Sample 1

Related to Subscription and Offering

  • Purchase and Offering of Offered Securities The obligation of the Underwriters to purchase the Offered Securities will be evidenced by an agreement or exchange of other written communications (the “Terms Agreement”) at the time the Republic determines to sell the Offered Securities. The Terms Agreement will incorporate by reference the provisions of this Agreement, except as otherwise provided therein, and will specify the firm or firms which will be Underwriters, the names of any Representatives, the principal amount to be purchased by each Underwriter, the purchase price to be paid by the Underwriters and the terms of the Offered Securities not already specified in the Fiscal Agency Agreement, including, but not limited to, interest rate, maturity, any redemption provisions and any sinking fund requirements and whether any of the Offered Securities may be sold to institutional investors pursuant to Delayed Delivery Contracts. The Terms Agreement will also specify the time and date of delivery and payment (such time and date, or such other time not later than seven full business days after the time specified in the Terms Agreement by the Underwriter first named in the Terms Agreement (the “Lead Underwriter”) and the Republic agree as the time for payment and delivery, being herein and in the Terms Agreement referred to as the “Closing Date”), the place of delivery and payment and any details of the terms of the offering that should be reflected in the prospectus supplement relating to the offering of the Offered Securities. The obligations of the Underwriters to purchase the Offered Securities will be several and not joint. It is understood that the Underwriters propose to offer the Offered Securities for sale as set forth in the Prospectus. If the Terms Agreement provides for sales of Offered Securities pursuant to delayed delivery contracts, the Republic authorizes the Underwriters to solicit offers to purchase Offered Securities pursuant to delayed delivery contracts substantially in the form of Exhibit I hereto (“Delayed Delivery Contracts”) with such changes therein as the Republic may authorize or approve. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. On the Closing Date the Republic will pay, as compensation, to the Representatives for the accounts of the Underwriters, the fee set forth in such Terms Agreement in respect of the principal amount of Offered Securities to be sold pursuant to Delayed Delivery Contracts (“Contract Securities”). The Underwriters will not have any responsibility in respect of the validity or the performance of Delayed Delivery Contracts. If the Republic executes and delivers Delayed Delivery Contracts, the Contract Securities will be deducted from the Offered Securities to be purchased by the several Underwriters and the aggregate principal amount of Offered Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of Offered Securities set forth opposite each Underwriter’s name in such Terms Agreement, except to the extent that the Lead Underwriter determines that such reduction shall be otherwise than pro rata and so advise the Republic. The Republic will advise the Lead Underwriter not later than the business day prior to the Closing Date of the principal amount of Contract Securities. The Offered Securities delivered to the Underwriters on the Closing Date will be in definitive fully registered form, in such denominations and registered in such names as the Lead Underwriter requests. If the Terms Agreement specifies “Book-Entry Only” settlement or otherwise states that the provisions of this paragraph shall apply, the Republic will deliver against payment of the purchase price the Offered Securities in the form of one or more permanent global Securities in definitive form (the “Global Securities”) deposited with the Fiscal Agent as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Offered Securities shall be made by the Underwriters (if the Terms Agreement specifies that the Offered Securities will not trade in DTC’s Same Day Funds Settlement System) by certified or official bank check or checks in New York Clearing House (next-day) funds or (if the Terms Agreement specifies that the Offered Securities will trade in DTC’s Same Day Funds Settlement System) in Federal (same-day) funds by official check or checks or wire transfer to an account in New York previously designated to the Lead Underwriter by the Republic at a bank acceptable to the Lead Underwriter, in each case drawn to the order of the Republic of Panama at the place of payment specified in the Terms Agreement on the Closing Date, against delivery to the Fiscal Agent, as custodian for DTC, of the Global Securities representing all the Offered Securities.

  • Registrations and Offerings Shelf Registration.

  • 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.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Purchase and Sale of Debentures and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, that number of Units set forth beside each Purchaser’s name on Exhibit A, for the purchase price of Cdn$1,000 per Unit (the “Unit Price”), for aggregate gross proceeds to the Company of Three Million Dollars (Cdn$3,000,000). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon (i) the exemptions from securities registration requirements of the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "U.S. Securities Act"), including Rule 506 of Regulation D under the U.S. Securities Act ("Regulation D") and/or Section 4(2) of the U.S. Securities Act; and (ii) exemptions from the prospectus filing requirements in Canada and pursuant to exemptions from provincial securities laws.

  • Terms of the Private Placement Warrants (i) Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.