Common use of Subscription for and Purchase of the Shares Clause in Contracts

Subscription for and Purchase of the Shares. 1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth in the Subscriber Questionnaire. 1.2 The Subscriber must initially purchase at least the minimum number of Shares established by the Company as specified in the Offering Circular. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased this minimum number of Shares. 1.3 Once the Subscriber’s subscription to purchase the Shares is accepted by the Company (as evidenced by the Company’s counter signature to this Agreement), the commitment is irrevocable (except pursuant to Section 16 herein) until the Shares are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transaction. 1.4 The Company has the right to reject this Agreement in whole or in part for any reason. Once the Agreement is accepted by the Company, the Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein), which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns. 1.5 The purchase price for the Shares shall be paid concurrently with the electronic execution and delivery to the Company of this Subscription Agreement. Subscriber shall deliver the Purchase Price to the Company, in accordance with the instructions set forth in the Subscriber Questionnaire. The Subscriber understands that the Company will not accept this Agreement until the full amount of the Purchase Price has been delivered to the Company. 1.6 If this Agreement is accepted by the Company, the Subscriber agrees to comply fully with the terms of the Subscriber Agreements. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Shares. 1.7 Subscriber understands and acknowledges that the Purchase Price for the Shares will be immediately available to the Company acceptance of the subscription by the Company. If this Agreement is accepted by the Company, the Subscriber hereby authorizes the Company to utilize the cash proceeds in the Company’s sole discretion in accordance with the use of proceeds provided in the Offering Circular (the “Closing”). 1.8 In the event that (i) this Agreement is rejected in full or (ii) this Agreement is terminated in accordance with Section 16 following its acceptance (in full or in part), the Company will direct any payment made by the Subscriber to the Company for the Shares that has not previously been refunded to be refunded to the Subscriber by the Company without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Agreement is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate. 1.9 Upon acceptance of this Agreement by the Company and payment of the Purchase Price by the Subscriber and receipt of the Purchase Price by the Company, the Company agrees to deliver the Shares to the Subscriber at the Closing as described in the Offering Circular, subject to the terms of this Agreement, and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closing.

Appears in 2 contracts

Samples: Subscription Agreement (MXY Holdings Inc.), Subscription Agreement (MXY Holdings Inc.)

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Subscription for and Purchase of the Shares. 1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares from Sellers (the "Purchase”) in the amount of "), for the purchase price (the “Purchase Price”) set forth in the Subscriber QuestionnaireQuestionnaire (the "Purchase Price"). The Company will determine in its sole discretion whether the Shares will be issued and sold by the Company or by one or more Selling Stockholders. 1.2 The Subscriber must initially purchase at least the minimum number of Shares established by the Company as specified in the Offering Circular. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased this minimum number of Shares. 1.3 Once the Subscriber’s subscription to purchase for the Shares is accepted by the Company Sellers (as evidenced by the Company’s Sellers’ counter signature to this Agreement), the commitment is irrevocable (except pursuant to Section 16 hereinof this Agreement) until the Shares are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transaction. 1.4 1.3 The Company has the right to reject this Agreement in whole or in part for any reason. Once the Agreement is accepted by the CompanySellers, the Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein), which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns. 1.5 1.4 The purchase price for the Shares Purchase Price shall be paid concurrently with the electronic execution and delivery to the Company of this Subscription Agreement. Subscriber shall deliver the Purchase Price Price, paid in Bitcoin, Ether or USDC (together, the "Purchase Crypto Assets"), to the Company, Escrow Wallet. Confirmation of the delivery of the Purchase Price shall be provided to the Transfer Agent in accordance with the instructions set forth in the Subscriber Questionnaire. The Subscriber understands that the Company will not accept this Agreement until the full amount of the Purchase Price has been delivered to the CompanyEscrow Wallet. 1.6 1.5 If this Agreement is accepted by the Company, the Subscriber agrees to comply fully with the terms of the Subscriber Agreements. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Sharesshares of Common Stock. 1.7 1.6 Subscriber understands and acknowledges that the Purchase Price for the Shares will be immediately available to held in the Company Escrow Wallet in the original form of the Purchase Crypto Assets pending acceptance of the subscription by the Company. If this Agreement No Purchase Crypto Asset payment will be converted to any other currency or form of payment while it is accepted by the Company, the Subscriber hereby authorizes the Company to utilize the cash proceeds held in the Company’s sole discretion in accordance with the use of proceeds provided in the Offering Circular (the “Closing”)Escrow Wallet. 1.8 1.7 In the event that (i) this Agreement is rejected in full or (ii) this Agreement is terminated in accordance with Section 16 following its acceptance (in full or in part), the Company will direct any refund such subscription payments in the amount and form of payment that was made by on the Subscriber original date of payment to the Company for the Shares that has not previously been refunded to be refunded to the Subscriber by the Company Subscriber, without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Agreement is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate. The Company will refund back to the Subscriber the exact amount of such specific Purchase Crypto Asset that was received from the Subscriber for the Subscriber’s original payment of the Purchase Price (the "Original Crypto Asset"). The Company will not refund a Purchase Price paid in Purchase Crypto Assets with any Purchase Crypto Asset except the Original Crypto Asset. The Company will not refund a Purchase Price paid in Purchase Crypto Assets with U.S. dollars. 1.9 1.8 Upon acceptance of this Agreement by the Company and payment of the Purchase Price by the Subscriber and receipt of the Purchase Price by the Companyescrow agent or the Escrow Wallet, as applicable, the Company agrees to instruct the Transfer Agent to deliver the Shares to the Subscriber at the Closing closing as described in the Offering Circular, subject to the terms of this Agreement, and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closingclosing.

Appears in 1 contract

Samples: Subscription Agreement (Exodus Movement, Inc.)

Subscription for and Purchase of the Shares. 1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares from Sellers (the "Purchase”) in the amount of "), for the purchase price (the “Purchase Price”) set forth in the Subscriber QuestionnaireQuestionnaire (the "Purchase Price"). The Company will determine in its sole discretion whether the Shares will be issued and sold by the Company or by one or more Selling Stockholders. 1.2 The Subscriber must initially purchase at least the minimum number of Shares established by the Company as specified in the Offering Circular. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased this minimum number of Shares. 1.3 Once the Subscriber’s subscription to purchase for the Shares is accepted by the Company Sellers (as evidenced by the Company’s Sellers’ counter signature to this Agreement), the commitment is irrevocable (except pursuant to Section 16 hereinof this Agreement) until the Shares are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transaction. 1.4 1.3 The Company has the right to reject this Agreement in whole or in part for any reason. Once the Agreement is accepted by the CompanySellers, the Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein), which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns. 1.5 1.4 The purchase price for the Shares Purchase Price shall be paid concurrently with the electronic execution and delivery to the Company of this Subscription Agreement. Subscriber shall deliver the Purchase Price Price, paid in Bitcoin, Ether or USDC (together, the "Purchase Crypto Assets"), to the Company, Escrow Wallet. Confirmation of the delivery of the Purchase Price shall be provided to the Transfer Agent in accordance with the instructions set forth in the Subscriber Questionnaire. The Subscriber understands that the Company will not accept this Agreement until the full amount of the Purchase Price has been delivered to the CompanyEscrow Wallet. 1.6 1.5 If this Agreement is accepted by the Company, the Subscriber agrees to comply fully with the terms of the Subscriber AgreementsExodus Reg A Agreement. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Sharesshares of Common Stock. 1.7 1.6 Subscriber understands and acknowledges that the Purchase Price for the Shares will be immediately available to held in the Company Escrow Wallet in the original form of the Purchase Crypto Assets pending acceptance of the subscription by the Company. If this Agreement No Purchase Crypto Asset payment will be converted to any other currency or form of payment while it is accepted by the Company, the Subscriber hereby authorizes the Company to utilize the cash proceeds held in the Company’s sole discretion in accordance with the use of proceeds provided in the Offering Circular (the “Closing”)Escrow Wallet. 1.8 1.7 In the event that (i) this Agreement is rejected in full or (ii) this Agreement is terminated in accordance with Section 16 following its acceptance (in full or in part), the Company will direct any refund such subscription payments in the amount and form of payment that was made by on the Subscriber original date of payment to the Company for the Shares that has not previously been refunded to be refunded to the Subscriber by the Company Subscriber, without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Agreement is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate. The Company will refund back to the Subscriber the exact amount of such specific Purchase Crypto Asset that was received from the Subscriber for the Subscriber’s original payment of the Purchase Price (the "Original Crypto Asset"). The Company will not refund a Purchase Price paid in Purchase Crypto Assets with any Purchase Crypto Asset except the Original Crypto Asset. The Company will not refund a Purchase Price paid in Purchase Crypto Assets with U.S. dollars. 1.9 1.8 Upon acceptance of this Agreement by the Company and payment of the Purchase Price by the Subscriber and receipt of the Purchase Price by the Companyescrow agent or the Escrow Wallet, as applicable, the Company agrees to instruct the Transfer Agent to deliver the Shares to the Subscriber at the Closing closing as described in the Offering Circular, subject to the terms of this Agreement, and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closingclosing.

Appears in 1 contract

Samples: Subscription Agreement (Exodus Movement, Inc.)

Subscription for and Purchase of the Shares. 1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth in the Subscriber Investor Questionnaire. 1.2 The Subscriber must initially purchase at least the minimum number of Shares established by the Company as pursuant to the process specified in the Offering Circular. There is no minimum subscription requirement on additional purchases once If the Subscriber has purchased this satisfied the applicable minimum number purchase requirement, any additional purchase must be in amounts of at least $10 (or the then current net asset value of the Company’s Shares). 1.3 Once the Subscriber’s subscription a Subscriber makes a commitment to purchase the Shares is accepted by the Company (as evidenced by the Company’s counter signature to this Agreement)Shares, the commitment is irrevocable (except pursuant to Section 16 herein) until the Shares are issued, the Purchase is rejected by the CompanyAdvisor, or the Company Advisor otherwise determines not to consummate the transaction. 1.4 The Company or the Advisor, acting on behalf of the Company, has the right to reject this Agreement in whole or in part for any reason. Once the Agreement is accepted by the CompanyAdvisor, the Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein)Agreement, which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns. 1.5 The purchase price for the Shares shall be paid concurrently with the electronic execution and delivery to the Company of this Subscription Agreement. Subscriber shall deliver the Purchase Price to the Company, in accordance with the instructions set forth in the Subscriber Questionnaire. The Subscriber understands that the Company will not accept this Agreement until the full amount of the Purchase Price has been delivered to is payable upon the CompanyAdvisor’s acceptance of this Agreement. 1.6 If this Agreement is accepted by the Company, the Subscriber agrees to comply fully with the terms of the Subscriber Agreements. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Shares. 1.7 Subscriber understands and acknowledges that the Purchase Price for the Shares will be immediately available to the Company acceptance of the subscription by the Company. If this Agreement is accepted by the Company, the Subscriber hereby authorizes the Company Advisor to utilize withdraw the cash proceeds in Subscriber’s funds from the CompanySubscriber’s sole discretion in accordance with account at the use of proceeds institution provided in by the Offering Circular (Subscriber on the “Closing”)Investor Questionnaire using an electronic fund transfer through the Automated Clearing House. 1.8 If, after the Agreement is accepted by the Company, the execution of the Purchase fails for any reason, including but not limited to failure with an Automated Clearing House electronic funds transfer from the Subscriber’s bank account listed on the Investor Questionnaire, the Company has the right to require the Subscriber to provide the Advisor an amount of funds equal to the Purchase Price. 1.9 In the event that (i) this Agreement is rejected in full or (ii) this Agreement the offering is terminated in accordance with Section 16 following its acceptance (in full or in part)terminated, the Company will direct any payment made by the Subscriber to the Company for the Shares that has not previously been refunded to will be refunded to the Subscriber by the Company without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Agreement is rejected in part, the Company Advisor shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate. 1.9 Upon acceptance of this Agreement 1.10 In the event that Subscriber is making a subsequent investment in the Company, Subscriber hereby represents and warrants that any information previously provided on Subscriber’s most recently submitted Investor Questionnaire remains accurate and complete and agrees to update the Advisor in the event that any information requested on the Investor Questionnaire becomes inaccurate or incomplete. 1.11 The Subscriber and the Company understand and agree that the Shares subscribed for hereunder have been duly authorized by the Company and, upon issuance and delivery against payment of therefor in accordance with the Purchase Price by the Subscriber Operating Agreement and receipt of the Purchase Price by the Company, the Company agrees to deliver the Shares to the Subscriber at the Closing as described in the Offering Circular, subject to the terms of this Agreement, such Shares will be validly issued, fully paid and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closingnonassessable.

Appears in 1 contract

Samples: Investment Form and Subscription Agreement (Future of Housing Fund, Inc.)

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Subscription for and Purchase of the Shares. 1.1 Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Shares (the “Purchase”) in the amount of the purchase price (the “Purchase Price”) set forth in on the Subscriber Questionnairesignature page to this Agreement. 1.2 The Subscriber must initially purchase at least the minimum number of 2,000 Shares established by the Company as specified in the Offering Circularthis offering. There is no minimum subscription requirement on additional purchases once the Subscriber has purchased this the requisite minimum number of 2,000 Shares. 1.3 Once The offering of Shares is described in the SubscriberOffering Circular is available through the SEC’s subscription XXXXX website. Please read this Agreement, the Offering Circular and exhibits thereto, including our corporate governance documents. While they are subject to purchase change, as described below, Alcoa advises you to print and retain a copy of these documents for your records. By signing below, you agree to the following terms and agree to transact business with us and to receive communications relating to the Shares is accepted by the Company (as evidenced by the Company’s counter signature to this Agreement), the commitment is irrevocable (except pursuant to Section 16 herein) until the Shares are issued, the Purchase is rejected by the Company, or the Company otherwise determines not to consummate the transactionelectronically. 1.4 The Company Alcoa has the right to reject this Agreement Subscription in whole or in part for any reason. Once the Agreement is accepted by the Company, the The Subscriber may not cancel, terminate or revoke this Agreement (except pursuant to Section 16 herein)Agreement, which, in the case of an individual, shall survive his death or disability and shall be binding upon the Subscriber, his heirs, trustees, beneficiaries, executors, personal or legal administrators or representatives, successors, transferees and assigns. 1.5 The Once you make a funding commitment to purchase price for Shares, it is irrevocable until the Shares shall be paid concurrently with are issued, the electronic Purchase is rejected by Alcoa, or Alcoa otherwise determines not to consummate the transaction. 1.6 The undersigned has received and read a copy of the Alcoa’s articles of incorporation, as amended from time to time (the “Articles of Incorporation”) and Alcoa’s bylaws, as amended from time to time (the “Bylaws”) and agrees that its execution and delivery to the Company of this Subscription Agreement. Subscriber shall deliver the Purchase Price Agreement constitutes its consent to the CompanyArticles of Incorporation and the Bylaws, in accordance with and, that upon acceptance of this Subscription Agreement by Alcoa, the instructions set forth in the Subscriber Questionnaireundersigned will become a stockholder of Alcoa as a holder of Shares. The Subscriber understands that the Company will not accept When this Agreement until the full amount of the Purchase Price has been delivered to the Company. 1.6 If this Subscription Agreement is accepted countersigned by the Company, the Subscriber agrees to comply fully with Articles of Incorporation and the terms Bylaws shall be binding upon the undersigned as of the Subscriber Agreements. The Subscriber further agrees to execute any other necessary documents or instruments in connection with this subscription and the Subscriber’s purchase of the Sharessettlement date. 1.7 Subscriber understands and acknowledges that the Purchase Price for the Shares will be immediately available to the Company acceptance of the subscription by the Company. If this Agreement is accepted by the Company, the Subscriber hereby authorizes the Company to utilize the cash proceeds in the Company’s sole discretion in accordance with the use of proceeds provided in the Offering Circular (the “Closing”). 1.8 In the event that (i) this Agreement is rejected in full or (ii) this Agreement is terminated in accordance with Section 16 following its acceptance (in full or in part), the Company will direct any payment made by the Subscriber to the Company for the Shares that has not previously been refunded to be refunded to the Subscriber by the Company without interest and without deduction, and all of the obligations of the Subscriber hereunder shall terminate. To the extent that this Agreement is rejected in part, the Company shall refund to the Subscriber any payment made by the Subscriber to the Company with respect to the rejected portion of this subscription without interest and without deduction, and all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this subscription, which shall terminate. 1.9 Upon acceptance of this Agreement by the Company and payment of the Purchase Price by the Subscriber and receipt of the Purchase Price by the Company, the Company agrees to deliver the Shares to the Subscriber at the Closing as described in the Offering Circular, subject to the terms of this Agreement, and in all cases understanding that the Company has full discretion to accept or reject this Agreement at any time prior to Closing.

Appears in 1 contract

Samples: Subscription Agreement (Alcoa GreenTech Inc.)

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