Subscription for Interests Sample Clauses

Subscription for Interests. (a) Apollo hereby subscribes for interests (the "Class A Interests"), to be issued by the Company for an aggregate subscription price of $40,000,000, to be contributed in cash as provided below. New Valley hereby subscribes for interests (the "Class B Interests"), to be issued by the Company for an aggregate subscription price of $10,000,000, to be contributed in cash and expenditures as set forth in Section 2.4(d). BrookeMil hereby subscribes for interests (the "Class C Interests"), to be issued by the Company for an aggregate subscription price of $61,966,507, to be contributed by transferring to the Russian LLC its interests in Ducax XX and Ducax XXX, to Delaware LLC-2 all of its interest in the Russian LLC, except for a 1% interest, in exchange for promissory notes, and contributing such promissory notes to the Company, as set forth in Section 2.4(e). The Class A Interests, the Class B Interests and the Class C Interests are hereinafter collectively referred to as the "Interests." The subscriptions shall be made as follows:
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Subscription for Interests. Persons interested in becoming Holdings Members will be furnished, and will be required to complete and return to Holdings, subscription documents and certain other documents. This Operating Agreement (this “Agreement”) of Legend Holdings, LLC, a Tennessee limited liability company, shall be effective as of December 1, 2017, by and among the undersigned Members and such other Persons as may subsequently be admitted as Members in accordance with the terms and conditions hereof.
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Subscription for Interests. (a) Subscriber hereby irrevocably subscribes for and agrees to purchase the Interests set forth below: SERIES NAME: ENTER U.S. DOLLAR AMOUNT A Health and Tech Fund Series of Mammoth Private Capital, LLC1 Total Capital Commitment of Subscriber: (b) Subscriber acknowledges that: (i) the issuance of the Interests is not and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and such issuance is being made in reliance upon exemptions from registration contained in those respective laws, and (ii) the Company’s and each Series’ reliance upon such exemptions is based in part upon Subscriber’s representations, warranties and agreements contained in this Subscription Agreement and the Investor Questionnaire accompanying this Subscription Agreement or previously provided to the Manager. 1 As described in the Memorandum and for regulatory reasons, the Manager may form parallel Series of Mammoth Private Capital, LLC, a Delaware segregated series limited liability company (the “Company”) each designated as a Health and Tech Fund Series, and the Manager shall determine which Series is appropriate for the Subscriber. (c) As consideration for the issuance of the Interests to Subscriber by the Series, Subscriber will deliver to the Manager an amount equal to the total Capital Commitment set forth above in readily available funds upon acceptance of this Subscription Agreement by the Manager. By signing its acceptance, the Manager acknowledges receipt of such Capital Contributions as valid consideration for the Interests.
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Subscription for Interests. (a) Apollo hereby subscribes for interests (the "Class A Interests"), to be issued by the Company for an aggregate subscription price of $18,750,000, to be contributed in cash as provided below. New Valley hereby subscribes for interests (the "Class B Interests"), to be issued by the Company for an aggregate subscription price of $6,250,000, to be contributed in cash and expenditures as set forth in Section 2.4(c). The Class A Interests and the Class B Interests are hereinafter collectively referred to as the "Interests." The subscriptions shall be made as follows:
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Subscription for Interests. (a) The undersigned, intending to be legally bound, hereby irrevocably subscribes for the purchase from Corgenix Medical Corporation, a Nevada corporation (the “Company”), of the number of shares and warrants to acquire shares of the Company (such shares and warrants, the “Interests”) indicated in Section 17 hereof. This subscription is submitted to the Company in accordance with and subject to the terms and conditions described herein. The signature of the undersigned below constitutes the execution and submission of this Subscription Agreement. Upon execution and delivery of this Agreement and receipt of the subscription price in full, the Company will deliver to the undersigned three separate Warrants, each in the form attached hereto as Exhibit A. One-third of the warrants will be exercisable at $0.34/share with a 1-year term, one-third of the warrants will be exercisable at $0.375/share with a 2-year term, and one-third of the warrants will be exercisable at $0.40/share with a 5-year term. (b) The undersigned understands that this subscription is not binding on the Company until accepted by the Company and agrees and represents that the Company reserves the right to reject this subscription for any reason or no reason, in whole or in part, and at any time prior to the acceptance thereof, notwithstanding prior receipt by the undersigned of notice of receipt of the undersigned’s subscription. In the event of rejection of this subscription, the Purchase Price (defined below) will be promptly returned to the undersigned, together with this Subscription Agreement, this Subscription Agreement shall have no further force or effect, and the undersigned and the Company shall have no further obligation to one another hereunder. (c) The Company will provide you with “piggy back” registration rights on all 1933 Act registrations of the Company pursuant to the Securities Act of 1933, as amended (the “1933 Act”) or any registration statements that the Company files in response to the exercise of previously outstanding demand registration rights that do not otherwise restrict the ability to include shares included in or underlying the Interests. Such piggy back registration rights will also not be permitted for a registration on any form, including relating to employee benefits plans and corporate reorganizations, that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statemen...
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Subscription for Interests. (a) Apollo hereby subscribes for interests (the "Class A Interests"), to be issued by the Company for an aggregate subscription price of $40,000,000, to be contributed in cash as provided below. New Valley hereby subscribes for interests (the "Class B Interests"), to be issued by the Company for an aggregate subscription price of $10,000,000, to be contributed in cash and expenditures as set forth in Section 2.4(c). BrookeMil hereby subscribes for interests (the "Class C Interests"), to be issued by the Company for an aggregate subscription price of $61,966,507, to be contributed by transferring to the Russian LLC its interests in Ducax XX and Ducax XXX and to the Company all of its interest in the Russian LLC, except for a 1% interest, as set forth in Section 2.4(d). The Class A Interests, the Class B Interests and the Class C Interests are hereinafter collectively referred to as the "Interests." The subscriptions shall be made as follows: Type of Interests Number of Interests Contribution Value of Contribution Class A 10,000 Cash $ 40,000,000 Interests Total: 10,000 $ 40,000,000 NEW VALLEY: ----------- Type of Interests Number of Interests Contribution Value of Contribution Class B 1,400 Expenditures Interests as set forth $ 10,000,000 in Section 2.4(c) and Cash Total: 1,400 $ 10,000,000
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Subscription for Interests. The Subscriber hereby agrees with the Fund as follows:
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Subscription for Interests 
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Related to Subscription for Interests

  • 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 Warrington Fund L.P. (the “Partnership”) as indicated on page B-7 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 (the “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 Rights In case any stock or other securities of the Company are offered for subscription to the holders of shares of the Company deposited hereunder, the Trustees, promptly upon receipt of notice of such offer, shall mail or deliver a copy thereof to each registered holder of a Trust Certificate. If at least five (5) days prior to the last day on which such subscription can be made, the Trustee shall receive a request from any Trust Certificate holder to subscribe in his behalf for a stated amount of such stock or securities, together with the sum of money required to pay for the same, the Trustees shall make such subscription and the necessary payment, and upon receiving from the Company the stock or securities so subscribed for, shall issue to such Trust Certificate holder a new Trust Certificate in respect thereof if the same be voting shares, but if the same not be voting shares the Trustees shall mail or deliver the stock or securities received from the Company to the Trust Certificate holder in whose behalf the subscription is made or may instruct the Company to make delivery thereof directly to said Trust Certificate holder; provided, however, that if the aggregate amount of such stock or securities which the Trustees shall be so requested to subscribe for shall exceed the total amount which the Trustees have the right to subscribe for as shareholders of the Company under the terms of the Company’s offer, then the Trustees shall first, on behalf of each requesting Trust Certificate holder, subscribe for that amount which, under the terms of the Company’s offer, he would have had the right to subscribe for if he had held directly the number of shares represented by his Trust Certificate or Certificates; and any balance of such stock or securities then additionally available for subscription by the Trustees shall be subscribed for on behalf of each additionally requesting Trust Certificate holder in the proportion which the amount of his additional request bears to the total amount of additional requests received by the Trustees.

  • 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.

  • 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 $______ 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.

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • 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 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.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • 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.

  • Surrender of American Depositary Shares and Withdrawal of Deposited Securities Upon surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by those American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. That delivery shall be made, as provided in this Section, without unreasonable delay. As a condition of accepting a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary may require (i) that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank and (ii) that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order. Thereupon, the Depositary shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit Agreement and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including SWIFT) or facsimile transmission. If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery will be made at the Custodian’s office, except that, at the request, risk and expense of an Owner surrendering American Depositary Shares for withdrawal of Deposited Securities, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.

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