Subscription and Purchase. The Offering will begin on the effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be accepted or rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier. If any such subscription is accepted, in whole or part, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser, and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Subscription and Purchase a) The Offering will begin on the qualification date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp Naturals, Inc.
c) Upon receipt of the Funds to the Company, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Subscription and Purchase. (1) In consideration for the licensing rights to the Praxis Intellectual Property, XXXXXXXXX hereby agrees to transfer, on or before the Closing Date, 260,000 pre-split shares or 2.6 million post-split shares of Xxxxxxxxx International Inc. to Praxis, and guarantees that the Shares will be issued as fully paid up and non-accessible Shares; that the Shares be allotted and that a certificate for the Shares be issued to Praxis.
(2) Praxis shall certify as at the Closing Date that the following representations and warranties are correct:
(a) Praxis is engaged primarily in the business of developing a unique panel of natural carbohydrate based compounds and exploiting commercial applications of such;
(b) there are no material lawsuits against Praxis, or its directors or officers that are related to the business of Praxis, nor, to the best of the knowledge of Praxis and its directors and officers are any being contemplated;
(c) Praxis is current in all taxes owed, including payroll taxes, and on all debts, accounts payable and leases;
(d) Praxis has provided copies of its most recent financial statements to XXXXXXXXX and the information contained in such financial statements is complete and accurately reflects Praxis' situation, financial and otherwise;
(e) a copy of every material executed lease, licence, partnership or collaboration agreement (whether technical, marketing, manufacturing or other) stockholder agreement, loan agreement, employment agreement, purchase and sale agreement has been provided to XXXXXXXXX;
(f) a comprehensive listing and description of all Intellectual Property in the name of Praxis or obtained by Praxis through licensing has been provided to XXXXXXXXX as have copies of file wrappers for all Licensed Patent Applications and there are no existing or potential patent disputes of which Praxis is aware or for which Praxis has not provided full and complete disclosure to XXXXXXXXX;
(g) a complete and current listing of Praxis' capital structure and the terms and conditions associated therewith has been provided to XXXXXXXXX, including a list of all shareholders, options, Warrants, puts and other instruments that may affect XXXXXXXXX'x equity position after shareholdings are fully diluted;
(h) there are no material written or oral agreements with any other person or corporation pursuant to which Praxis or it directors or officers have agreed to do anything beyond the requirements of the formal written contracts referred to in clause (e);
(i...
Subscription and Purchase. Upon the terms and subject to the conditions set forth in this Agreement, each Investor hereby irrevocably subscribes for and agrees to purchase at each Closing (as defined below) a Note with the original principal amount indicated opposite such Investor’s name on Schedule I.
Subscription and Purchase a) The Offering will begin on the effective/qualification date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may terminate the Offering. No subscription for Shares may be rejected by the Company if received more than 30 days following (i) receipt thereof or (ii) if earlier, the termination date of this Offering.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by wire (see wiring instructions), check (Online “E-Check,” ACH transfer or Traditional Paper Check) or money order made payable to
Subscription and Purchase. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby irrevocably agrees to issue and sell to the Purchaser, the Note and the Warrant for an aggregate purchase price ___ dollars ($____).
Subscription and Purchase. 2.1 Subject to and in accordance with the provisions of this Agreement, the Issuer undertakes to the Managers, the Initial Notes Purchaser and the VFN Purchaser to issue the Notes in accordance with this Agreement and the Trust Deed and on or prior to the Closing Date, execute the Transaction Documents to which it is expressed to be a party and:
(a) the Managers undertake on a joint and several basis to subscribe for and purchase £300,000,000 of the Class A Notes (the Offered Class A Notes) at a purchase price of 100 per cent. (the Manager Class A Purchase Price), in such proportions as may be agreed between them (as notified to the Issuer on or prior to the Closing Date) in accordance with the provisions of this Agreement; and
(b) the Initial Notes Purchaser undertakes to subscribe for and purchase £700,000,000 of the Class A Notes (the Retained Class A Notes) at a purchase price of 100 per cent. (the Initial Notes Purchaser Class A Purchase Price) in accordance with the provisions of this Agreement; and
(c) the VFN Purchaser undertakes to the Issuer that, subject to and in accordance with the provisions of this Agreement, it will subscribe for £134,900,000 of the Class Z VFN and pay such subscription amount of the Class Z VFN at a purchase price of 100 per cent (the Class Z VFN Purchase Price). For the avoidance of doubt, the Common Services Provider will release the Retained Class A Notes purchased by the Initial Notes Purchaser directly to such account of the Initial Notes Purchaser as it shall direct.
2.2 The Issuer confirms that:
(a) it has authorised the Managers to offer the Offered Class A Notes on its behalf to third parties for subscription at the Manager Class A Purchase Price;
(b) it has prepared the Preliminary Prospectus, the Investor Presentation Material and the Prospectus, and hereby authorises the Managers to distribute copies of the Prospectus in connection with the offering of the Offered Class A Notes subject to the provisions of clause 14 (copies of each of the Preliminary Prospectus and the Investor Presentation Material having already been distributed with the consent of the Issuer); and
(c) the Managers may make arrangements on the Issuer's behalf for announcements in respect of the Class A Notes to be published on such dates and in such newspapers or other publications as the Managers may agree with the Issuer, provided that the requirements of the Prospectus Directive are met in respect of each such announcement.
2.3 Each of the...
Subscription and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined below), Purchaser hereby subscribes for and agrees to purchase from the Company 2,500,000 shares of Common Stock (such purchased shares of Common Stock, the “Purchased Common Stock”) at a purchase price of $8.00 per share of Common Stock (the “Per Share Price” and the Purchased Common Stock multiplied by the Per Share Price, the “Subscription Amount”).
Subscription and Purchase. Subject to the terms and conditions hereof, at the Closing, Purchaser hereby subscribes for and agrees to purchase from the Company _________ shares of Common Stock (such purchased shares of Common Stock, the “Purchased Common Stock”) at a purchase price of $_______ per share of Common Stock (the “Per Share Price” and the Purchased Common Stock multiplied by the Per Share Price, the “Subscription Amount”).
Subscription and Purchase. (a) Each Purchaser acknowledges and agrees that it shall be obligated to deliver to the Company at the Closing the Subscription Amount as to such Purchaser in the amount set forth in a written notice (the “Purchase Notice”) delivered by the Company to such Purchaser no later than 9:00 a.m. (New York City time) on the Closing Date.
(b) The Purchase Notice, a form of which is attached hereto as Annex I, shall specify (i) the Subscription Amount which such Purchaser shall be obligated to deliver to the Company at the Closing, (ii) the number of Shares to be delivered by the Company pursuant to Section 2.2(a)(iii) in consideration of the Subscription Amount, which shall be equal to the Subscription Amount divided by the Per Share Purchase Price, and (iii) the number of Warrant Shares allocated to such Purchaser as determined in accordance with 2.2(a)(iv).
(c) The Company acknowledges and agrees that (i) as to each Non-ROFR Purchaser, the Subscription Amount shall be not less than the Minimum Amount and not more than the Maximum Amount set forth on the signature page hereto of such Non-ROFR Purchaser, and (i) as to each ROFR Purchaser, the Subscription Amount shall be not more than the Participation Amount set forth on the signature page hereto of such ROFR Purchaser.
