SUBSCRIPTION FOR NOTES Sample Clauses

SUBSCRIPTION FOR NOTES. Subject to the terms and conditions in this Agreement, the Subscriber hereby subscribes for and agrees to lend to ToolBox such loan amount set forth on the signature page hereof (the “Loan Amount”), and ToolBox agrees to borrow such Loan Amount from Subscriber and issue Notes equal to the Loan Amount to the Subscriber, subject to ToolBox’s right to borrow from to the Subscriber such lesser Loan Amount as it may, in its sole discretion, determine to be necessary or desirable. Upon execution, this subscription shall be irrevocable by the Subscriber and shall survive and not be affected by the subsequent death, disability, incapacity, dissolution, bankruptcy or insolvency of the Subscriber. ToolBox has the irrevocable right to accept or reject this subscription in whole or in part. This Agreement will be deemed accepted by ToolBox only when ToolBox has executed the form of acceptance on the signature page of this Agreement attached hereto.

SUBSCRIPTION FOR NOTES. Each Lender agrees to provide its proportion of an Australian Loan requested by an Australian Borrower under this Agreement by subscribing for Notes to be issued by that Australian Borrower under the relevant Note Deed Poll. Each Lender and the Facility Agent agrees to be bound by each Note Deed Poll.

SUBSCRIPTION FOR NOTES. Subject to the terms and conditions in this Agreement, the Subscriber hereby subscribes for and agrees to lend to EQK such loan amount set forth on the signature page hereof (the “Loan Amount”), and EQK agrees to borrow such Loan Amount from Subscriber and issue Notes equal to the Loan Amount to the Subscriber, subject to EQK’s right to borrow from to the Subscriber such lesser Loan Amount as it may, in its sole discretion, determine to be necessary or desirable. Upon execution, this subscription shall be irrevocable by the Subscriber and shall survive and not be affected by the subsequent death, disability, incapacity, dissolution, bankruptcy or insolvency of the Subscriber. EQK has the irrevocable right to accept or reject this subscription in whole or in part. This Agreement will be deemed accepted by EQK only when EQK has executed the form of acceptance on the signature page of this Agreement attached hereto.

SUBSCRIPTION FOR NOTES. 2.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Corporation, subject to the terms and conditions set forth herein, the number of Notes as set forth on the face page hereof at the Subscription Price and for the total Investment as set forth on the face page hereof and the Corporation accepts such subscription for Notes in accordance with the terms hereof. 2.2 The Subscriber agrees to pay to the Agent the total Investment as set forth and described on the face page hereof by delivering to the Agent, concurrent upon the execution and delivery of the Subscription Agreement, a certified cheque, bank draft or money order payable to the Agent in the full amount of the Investment for the Notes subscribed for hereunder. 2.3 The Subscriber hereby acknowledges that acceptance of this subscription is subject to rejection or allotment, in whole or in part, by the Corporation. If this Subscription Agreement is rejected in whole or in part, the Subscriber acknowledges that the unused portion of the Investment will be promptly returned to it without interest. Subject to the terms hereof, this subscription will be effective upon its acceptance by the Corporation and subject to receipt of all applicable regulatory and stock exchange approvals. This private placement is not subject to a minimum subscription level, and upon Closing, all subscription proceeds will be retained by the Corporation in accordance with the terms hereof. 2.4 The Subscriber has completed, executed and returned the following documents to the Agent: (a) one (1) fully executed copy of the Subscription Agreement; and (b) Schedule “A”, U.S. Accredited Investor Status Certificate, for each Subscriber. 2.5 The Subscriber agrees that funds will be wired for credit to the account of: Xxxxxx Xxxxxxx LLP, in trust, Acct # 000-000-0, IBAN#: 003 00006, Transit#: 00006, Swift #: ROYCCAT-2, ABA #: 000000000, Address of account: Royal Bank of Canada, 00 Xxxxxx Xxxxxx Xxxxxx, Xxxxxxx X0X 0X0, representing the aggregate Investment for Notes subscribed for hereunder, or such other method of payment against delivery of the Notes as the Corporation may accept, not later than 4:00 p.m. (E.S.T.) on the day that is not less than two (2) business days prior to the Closing Date or such other date or place as the Corporation may advise.

SUBSCRIPTION FOR NOTES. Upon acceptance by the Company of each potential investor’s Subscription Agreement, which shall be evidenced by the signature of the Company on the Acceptance to Subscription Agreement Signature Page of such potential investor’s Subscription Agreement (the “Acceptance Page”), the Company shall sell to such potential investor, and the potential investor shall purchase from the Company, pursuant to and in accordance with the terms and conditions of this Agreement and in the Note, a Note in the principal amount listed on the Acceptance Page for such potential investor. Upon such purchase and sale and the satisfaction of the closing conditions in such potential investor’s Subscription Agreement, the potential investor shall become a Holder.

SUBSCRIPTION FOR NOTES. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company, Convertible Notes in the principal amount set forth on the signature page hereof. 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 and will be advanced to the Company or its legal counsel. The Subscriber acknowledges that if the funds are advanced to the Company’s legal counsel, the legal counsel shall be entitled release such funds to the Company on confirmation by the Company that it will accept the subscription and without any further authorization from the Subscriber. 1.3 Upon execution by the Company, the Company agrees to sell such amount of Notes to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser amount of Notes as it may, in its sole discretion, deem necessary or desirable.

SUBSCRIPTION FOR NOTES. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company a Note in the principal amount as set forth on the signature page hereof on the terms and conditions hereinafter set forth and in consideration for the Purchase Price, and the Company agrees to sell to the Subscriber such Note. 1.2 The purchase price is payable by wire transfer of immediately available funds, pursuant to the wire instructions below or by check payable to Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP as Escrow Agent to The Green PolkaDot Box, Inc. 1.3 Together with the payment of the purchase price, the Subscriber hereby delivers to the Company the following (i) two executed copies of the Signature Page at the end of this Agreement, (ii) two executed copies of the Escrow Agreement, in the form attached hereto as Exhibit B (the “Escrow Agreement”), and (iii) one executed copy of the Confidential Investor Questionnaire attached hereto as Exhibit C (the “Questionnaire”). 1.4 The Offering will be open until February 28, 2012, unless terminated earlier by the Company; or (ii) the sale of Notes in the aggregate principal of $500,000. 1.5 The closing of the purchase and sale of the Notes hereunder (the “Closing”) shall take place at the offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Company and may take place in one of more closings. Closings shall take place on a Business Day as determined by the Company (the “Closing Date”). “Business Day” shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required to be closed.

SUBSCRIPTION FOR NOTES. (a) The Subscriber hereby subscribes for the Series A Note, Series B Note and the Series C Note. The closing of the issue of the Notes (the "CLOSING") shall take place at 8:00 am (Toronto time) (the "TIME OF CLOSING") at the offices of Gowling Xxxxxxx Xxxxxxxxx XXX, Xxxxxxx, Xxxxxxx, on August 30, 2002, or at such other time and place as may be agreed upon by the parties, provided that on such date the conditions set forth in section 3 below shall have been satisfied or waived (such closing day or such other time being hereinafter referred to as the "CLOSING DATE"). (b) The Notes shall be issued on the Closing Date as fully registered and shall be fully transferable subject to compliance with applicable Securities Laws (as hereinafter defined). (c) At the Time of Closing on the Closing Date, the Company shall deliver to or to the order of the Subscriber the definitive Notes, the documentation contemplated herein and such further documentation as counsel for the Subscriber may reasonably require against payment of the Loan Amount for the Series A Note and the Series B Note by certified cheque or wire transfer payable to or to the order of the Company, and against delivery of the Termination and Waiver Agreement (as hereinafter defined) executed by the Subscriber.

SUBSCRIPTION FOR NOTES. Subject to the terms and conditions of this Agreement, each Subscriber agrees to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each such Subscriber at the Closing a 5% Original Issue Discount Convertible Promissory Note in the Form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”), in each case in the principal amount set forth opposite such Subscriber’s name on the signature pages hereto. The shares of the Company’s common stock issuable to the Subscribers pursuant to the terms of the Notes shall be referred to in this Subscription Agreement as the “Shares” and the Notes and the Shares shall collectively be referred to in this Subscription Agreement as the “Securities.”

SUBSCRIPTION FOR NOTES. Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such principal amount of Notes as is set forth upon the signature page hereof at a price equal to $1.00 for each $1.00 principal amount of Notes and the Company agrees to sell such Notes to the Subscriber for said purchase price. The purchase price is payable by certified or bank check made payable to "American Stock Transfer & Trust Company as escrow agent for eB2B Commerce, Inc." or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. American Stock Transfer & Trust Company (the "Escrow Agent") shall act as such in accordance with the terms and conditions of an escrow agreement to be entered into among the Company, Robert Priddy, as representative of all Subscribers (the "Representaxxxx"), xxx xhe Escrow Agent. The Notes shall be delivered by the Company within five (5) business days following the consummation of the Offering as set forth in Article III hereof.