SUBSCRIPTION FOR AN INTEREST Sample Clauses

SUBSCRIPTION FOR AN INTEREST. Subject to the terms and conditions set forth in this Agreement, the Investor agrees: (a) to purchase from the Company an Interest at a purchase price equal to the amount set forth on the Investor’s signature page hereto on the line captioned “Capital Commitment” or such lesser amount as the Manager may accept pursuant to paragraph 3(b) of this Agreement (the Investor’s “Capital Commitment”), payable in the manner and at the times provided in the LLC Agreement; (b) to the extent the Investor is not already a party to the LLC Agreement, to become a party to, and be bound by all the terms and provisions of, the LLC Agreement and to perform all obligations therein imposed upon a Member with respect to the Investor’s Interest; and (c) to the extent the Investor is not already a Member, to become a Member.
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SUBSCRIPTION FOR AN INTEREST. (A) The Investor agrees to become a member of the Fund (a “Member”) and in connection therewith subscribes to invest, as provided herein, the securities and any amount of cash in the Fund as specified in Exhibit 1 below (such securities and cash collectively, the “Subscription Assets”), in each case on the terms provided for herein and in the Memorandum and in the Operating Agreement of the Fund (the “Operating Agreement”). The Subscription Assets will be applied to purchase that number (rounded to four decimal places) of Interests in the Fund as is equal to the fair market value of Investor’s subscription determined as of the close of business on the day prior to the date on which Investor is admitted to the Fund as a Member (net of placement fees attributable to the subscription and Subscriber’s share of offering expenses, each calculated as set forth in the Memorandum), divided by $10,000. (B) Subject to the terms and conditions set forth in the Memorandum, Investor is required to contribute to the capital of the Fund a minimum of $2,000,000 (or such lesser amount not less than $1,000,000 as the manager of the Fund (the “Manager”), in its sole discretion, may accept), consisting of equity securities acceptable to the Manager (“Acceptable Securities”) and, if so desired by the Investor, cash. (C) The Investor acknowledges that the securities and any cash to be contributed to the Fund pursuant to this Agreement will be delivered initially to the Escrow Agent, who will hold such securities and cash in escrow for the separate account of the Investor until the Closing. In the event the exchange is not consummated (or if the Investor withdraws all or part of investor’s subscription by notice delivered to the Manager not later than the seventh day after the mailing by the Manager to the Investor of the Inspection Report), the deposited securities and any contributed cash (together with any interest actually earned on such cash) will be returned to Subscribers without charge. While deposited securities are held in escrow, ownership of such securities will remain vested in the Subscribers, which will be entitled to exercise all of their rights as owners of such securities, including voting, dividend and subscription rights. (D) The Investor understands and agrees that the Fund reserves the right to reject this subscription for Interests for any reason or no reason, in whole or in part, and at any time prior to acceptance thereof. Upon acceptance of this subscrip...
Sample 1
SUBSCRIPTION FOR AN INTEREST. (A) The Investor hereby irrevocably subscribes for and agrees to acquire a Partnership Interest on the terms provided for herein and in the Partnership Agreement. The Investor understands that it is not entitled to cancel, terminate or revoke this subscription or any agreements of the Investor under this Subscription Agreement. The Investor acknowledges and agrees that it shall be obligated to make capital contributions to the Partnership in respect of its Commitment at such times and in such manner as is determined by the General Partner pursuant to the Partnership Agreement. The Investor agrees to and understands the terms and conditions upon which the Partnership Interests are being offered, including, without limitation, the investment considerations and risks inherent in an investment in an illiquid vehicle that lacks an operating and that may not achieve its investment objective. (B) The Investor hereby agrees that by its execution, or execution on its behalf, of this Subscription Agreement and the Partnership Agreement and upon acceptance hereof by the General Partner on behalf of the Partnership, it shall become a limited partner of the Partnership (a “Limited Partner”).
Sample 1
SUBSCRIPTION FOR AN INTEREST. 1.1 The Investor agrees to become a member of the Fund and, in connection therewith, hereby irrevocably subscribes for and agrees to purchase an Interest in, and to make a capital contribution in respect thereof to the Fund in the amount set forth on the Signature Page hereto (the “Subscription Amount”), subject to the acceptance of this subscription by the Fund. The minimum initial capital contribution for an Interest is $25,000, subject to the right of the Board to accept capital contributions of a lesser amount. The Subscription Amount does not include an amount for any transfer taxes or any other form of tax. Subject to any legal or regulatory restrictions, the Investor’s payment will be held by the Administrator in a subscription account if received prior to the applicable subscription date. The Investor will not be paid any interest from the subscription account. 1.2 The Investor understands and agrees that the Fund reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time prior to its acceptance. If this subscription is rejected, the Subscription Amount will be returned without interest promptly to the Investor and this Subscription Agreement shall have no force or effect. Upon acceptance of this subscription by the Fund and entry into the Fund’s Schedule of Investors, the Investor shall become a “member” of the Fund and shall be subject to the Limited Liability Company Agreement. The Investor agrees that any Interest purchased pursuant hereto will be held subject to the terms and conditions of the Limited Liability Company Agreement.
Sample 1
SUBSCRIPTION FOR AN INTEREST. (A) To the fullest extent permitted by law, the Subscriber hereby irrevocably subscribes for and agrees to purchase on the Closing Date an Interest in the Partnership on the terms provided for herein and in the Partnership Agreement and further agrees to be bound by and to adhere to all terms and conditions of the Partnership Agreement applicable to limited partners of the Partnership. The minimum initial subscription is U.S.$15,OOO,OOOs,ubject to the sole discretion of the General Partner on behalf of the Partnership to accept lesser amounts. The Subscriber agrees to and understands the terms and conditions upon which the Interests are being offered, including, without limitation, the "Investor Considerations" set forth in the Memorandum. (B) The Subscriber understands and agrees that the General Partner, on behalf of the Partnership, reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time prior to acceptance thereof. In the event of rejection of this subscription, this Subscription Agreement shall have no force or effect. The Subscriber hereby agrees that by its execution, or execution on its behalf, of this Subscription Agreement and the Partnership Agreement, subject to the acceptance hereof by the General Partner on behalf of the Partnership and compliance with the Partnership Agreement, it shall be admitted as a limited partner of the Partnership (a "Limited Partner").j?~2i'~~'
Sample 1
SUBSCRIPTION FOR AN INTEREST. The Subscriber hereby subscribes to make a Capital Commitment to DMR Mortgage Opportunity Fund LP (the “Fund”) in the amount set forth on the Execution Pages and thereby to acquire a limited partnership interest (an “Interest”) in the Fund. The Subscriber understands that, if accepted, the Subscriber’s Capital Commitment causes the Subscriber to become a limited partner (“Limited Partner”), and to be subject to the terms of the Second Amended and Restated Limited Partnership Agreement of the Fund (the “Limited Partnership Agreement”), as the same may be modified and amended from time to time, as well as to the risks, uncertainties, contingencies and expenses associated with an investment in the Fund, as summarized in the Confidential Preliminary Private Placement Memorandum of the Fund dated September 19, 2008, as the same may be supplemented or otherwise modified to the date hereof (the “Memorandum”). Capitalized terms used herein and not otherwise defined are used with the meanings set forth in the Memorandum and the Limited Partnership Agreement. This Subscription and Capital Commitment Agreement is subject to being accepted or rejected (in whole or in part) by Declaration Management & Research LLC, the general partner and investment adviser of the Fund (“Declaration”). The minimum Capital Commitment is $5,000,000. Declaration may waive the foregoing minimum in its sole discretion. Interests are only available at two closings (each, a “Closing Date”). Capital Commitments were initially accepted as of May 15, 2008 and Capital Commitments will be accepted for the second Closing Date as of September 22, 2008. The Subscriber acknowledges and agrees that if the Subscriber’s subscription to purchase an Interest is accepted, the Subscriber is obligated to make Capital Contributions, on the date(s) specified by Declaration in a Capital Call upon not less than ten (10) Business Days’ prior notice to the Subscriber, substantially in the form attached as Schedule A hereto.
Sample 1
SUBSCRIPTION FOR AN INTEREST. (A) The Investor agrees (i) to become a membership interest holder (a “Member”) of the Company, with a capital contribution equal to the Commitment set forth on the signature page hereto; or (ii) reaffirm its existing membership in the Company, with an additional capital contribution equal to the Commitment set forth on the signature page hereto; as the case may be (B) The Investor understands and agrees that the Company reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time (C) The Investor understands and agrees that the acceptance of this subscription is conditioned on: (i) the agreement of the Investor or an organization controlled by or affiliated with the Investor to procure the applicable underlying insurance coverage from an admitted carrier on terms and conditions acceptable to the Manager; and (ii) the agreement of the Investor to be bound by all of the terms of the Operating Agreement, as evidenced by the execution of the Operating Agreement by a duly authorized representative of the Investor. This subscription opportunity may be withdrawn at any time by the Company prior to the closing of the transactions contemplated by this Subscription Agreement. (D) The Investor agrees that this Subscription Agreement and any agreement of the Investor made hereunder is irrevocable, and that this Agreement shall survive the death, mental or physical incapacity or merger, dissolution or other termination of the existence of the Investor.
Sample 1
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Related to SUBSCRIPTION FOR AN INTEREST

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Potomac Futures Fund L.P. (the “Partnership”) as indicated on page B-8 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009 as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (this “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Subscription Period 5.1.1 The Subscription Period is binding upon both Zensai and the Customer, meaning the Customer cannot terminate the Service, the Support Services and this SAAS Agreement during a Subscription Period. Notwithstanding the above, the Customer can terminate the Subscription due to a material default in the Services, cf. Section 10.3, or if a material change to the terms and conditions of the SAAS Agreement comes into force, cf. Section 16.1, and if the Customer is not in breach of the SAAS Agreement, Zensai will refund a pro rata portion of the Subscription Fee for the remaining un- used period of the Service and Support Services. 5.1.2 The Subscription Fee for the Subscription Period is defined in the Quote. The Customer may add Users or upgrade the Service during the Subscription Period but may not downgrade the number of Users during the Subscription Period. For Support Services, the Customer may upgrade its level of Helpdesk Services during a Subscription Period, but the Customer may not downgrade to a lower service level. 5.1.3 The initial Subscription Period shall be defined in the Quote as accepted by the Customer and shall cover a minimum of 12 months. At the end of the initial term, the Subscription is subject to automatic renewal with a Subscription Period running for terms of 12 months, or longer periods if agreed in a new Quote. The Subscription Fee will be invoiced upon renewal for pre-payment. The Subscription may be changed or terminated by the Customer with a notice of no less than 60 days before renewal. 5.1.4 Zensai may terminate the SAAS Agreement by giving a notice of twelve (12) months before the end of a Subscription Period.

  • Subscription Rights If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

  • Subscription for Shares 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Shares as is set forth upon the signature page hereof at a price equal to $0.20 USD per Share. Upon execution, the subscription by the Subscriber will be irrevocable. 1.2 The purchase price is payable by the Subscriber contemporaneously with the execution and delivery of this Subscription Agreement. 1.3 Upon execution by the Company, the Company agrees to sell such Shares to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Shares as it may, in its sole discretion, deem necessary or desirable. 1.4 Any acceptance by the Company of the Subscriber is conditional upon compliance with all securities laws and other applicable laws of the jurisdiction in which the Subscriber is a resident. Each Subscriber will deliver to the Company all other documentation, agreements, representations, and requisite government forms required by the Company as required to comply with all securities laws and other applicable laws of the jurisdiction of the Subscriber. The Company will not grant any registration or other qualification rights to any Subscriber.

  • Subscription Term The transfer of Software Subscription(s) to Cloud Access does not change the start date or the duration of the original Software Subscription(s) and once your Software Subscription expires, your access to the Software Subscription in the Vendor’s Cloud will cease, unless otherwise renewed. You may renew your Software Subscription with Red Hat directly or an authorized partner.

  • Subscription Agreement The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

  • Subscription for Less Than Entitlement The Holder of any Warrant may subscribe for and purchase a number of shares less than the number which he is entitled to purchase pursuant to the surrendered Warrant. In the event of any purchase of a number of shares less than the number which can be purchased pursuant to a Warrant, the Holder thereof upon exercise thereof will in addition be entitled to receive a new Warrant in respect of the balance of the shares which he was entitled to purchase pursuant to the surrendered Warrant and which were not then purchased.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • Subscription (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Class B Non-Voting Common Stock designated as “GAB Tokens” (the “Securities”), of GAB AI Inc., a Delaware corporation (the “Company”), at a purchase price of $5.00 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights of the GAB Tokens are as set forth in the Certificate of Incorporation, as amended, included in the Exhibits to the Offering Statement of the company filed with the SEC (the “Offering Statement”). (b) Subscriber understands that the Securities are being offered pursuant to an offering circular (the “Offering Circular”), filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including the Exhibits thereto, and any other information required by the Subscriber to make an investment decision. (c) Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder relating to the rejected portion of the subscription shall terminate. (d) The aggregate number of Securities sold shall not exceed 2,000,000 GAB Tokens, subject to adjustment for fluxuations in the exchange rate of BitCoin or Ethereum (the “maximum number of shares”). The Company may accept subscriptions until the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualified by the Commission, or (3) the date at which the offering is earlier terminated by us in our sole discretion, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). (e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect. (f) The terms of this Subscription Agreement shall be binding upon Subscriber and its transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and the terms of this Subscription Agreement, and the Company consents to the transfer in its sole discretion.

  • Subscription Fee Customer shall pay to Service Provider in consideration for Service Provider providing the Services, the subscription fee as agreed upon in the Order Form.

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