Subscription for Securities. Investor hereby subscribes for and agrees to purchase 1,000,000 shares of Common Stock (“Share(s)”) at $0.45 per share upon the terms and conditions described in this Agreement.
Subscription for Securities. 1.1 Subject to the terms and conditions hereinafter set forth and as set forth in the Memorandum, the Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company subject to its rights to accept or reject this subscription, agrees to sell to the Subscriber, such number of Units for the aggregate purchase price as is set forth on the signature page hereof. The purchase price is payable by wire transfer, to be held in escrow until the conditions to closing are achieved, to Signature Bank, the escrow agent (the “Escrow Agent”) as follows: Bank: ABA Number: Account #: Account Name: Swift Code:
1.2 The Subscriber understands acknowledges and agrees that, except as otherwise set forth herein or otherwise required by law, that once irrevocable, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder and that this Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.
Subscription for Securities. Investor hereby subscribes for and agrees to purchase $_________ of Shares of the Company at a purchase price of $0.20 per share, subject to the terms and conditions set forth in this Subscription Agreement.
Subscription for Securities. Subject to the terms and conditions hereof and upon acceptance of this subscription by the Company, Purchaser hereby irrevocably subscribes to purchase, and the Company will issue and sell to Purchaser, the Shares for the aggregate purchase price of $85,000.00 (the "Purchase Price"). The Company has the right to reject all or any portion of Purchaser's subscription.
Subscription for Securities. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase securities being offered by the Company described on Schedule 1 hereto (“Securities”) upon the terms and conditions described in this Agreement and Schedule 1 (the “Offering”), in the amounts set forth on Schedule 1.
Subscription for Securities. (a) Upon execution and delivery of this Agreement, and subject to the terms and conditions hereof, including the satisfaction of the conditions described in subsection (b) below, the Company shall deliver the original executed Note and the certificates for the Shares to the Subscriber, each registered in the name of the Subscriber, against receipt of an amount equal to the principal amount of the Note for which the Subscriber is subscribing.
(b) Subscriber's obligation to purchase the Note and the Shares is subject to the fulfillment (or written waiver by the Placement Agent) of each of the following conditions:
(i) The representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date of such purchase;
(ii) The Company shall have performed and complied with all covenants, conditions and agreements required by this Agreement to be performed or complied with by them on or prior to the date of such purchase;
(iii) There shall be in effect no injunction, writ, preliminary restraining order or any order of any nature directing that the transactions contemplated by this Agreement, including without limitation the purchase of the Note and the Shares, not be consummated as herein provided; and
(iv) The Company shall have obtained the consents of Steel City Capital Funding and PNC Bank, National Association, thereby avoiding any default that would have occurred as a result of the issuance of the Notes, under the Guarantor Security Agreement and the Revolving Credit, Term Loan, Equipment Line of Credit, as amended.
Subscription for Securities. Subject to the terms and conditions hereinafter set forth and in the Confidential Private Placement Memorandum dated December 12, 2006 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the “Memorandum”), the Subscriber hereby irrevocably subscribes for and agrees to purchase from, and the Company agrees to sell to the Subscriber, such number of Shares which is set forth on the signature page hereof. The entire purchase price is due and payable upon the submission of this Subscription Agreement, and shall be payable by wire transfer or check subject to collection, to the order of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, as Escrow Agent. The wire transfer instructions are as follows: BANK: HSBC Bank USA 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 A/C of Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP, XXXX ABA: ACCOUNT: REFERENCE: “Malibu Minerals, Inc. - [insert Subscriber’s name]” Sichenzia Xxxx Xxxxxxxx Xxxxxxx LLP Accounting Contact: Xxxx Xxxxx; telephone: (000) 000-0000; email: xxxxxx@xxxx.xxx.
Subscription for Securities. Investor hereby subscribes for and agrees to purchase $_________ of Units of the Company at a purchase price of $4.00 per Unit, subject to the terms and conditions set forth in this Subscription Agreement. The Common Stock and Warrants comprising the Units will be issued separately. The Warrants issuable to Investor will be issued as a single warrant to purchase the applicable number of shares of Common Stock on substantially the terms and in substantially the form of Exhibit A.
Subscription for Securities. Subject to the terms and conditions hereinafter set forth, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such amounts of Common Stock as is set forth on the signature page hereof (the “Shares”) at a price of $1.82 per Share, for an aggregate purchase price of Ten Million Dollars Ninety-Two Cents ($10,000,000.92) (the “Purchase Price”), and the Company agrees to sell such Shares to Subscriber for the Purchase Price, subject to the Company’s right, in its sole discretion, to reject this subscription, in whole or in part, at any time prior to the Closing (as defined below). Subscriber acknowledges that the Shares will be subject to restrictions on transfer as set forth in this Agreement. Subscriber further acknowledges that absent receipt of the necessary stockholder approval and certain other conditions, the Company is prevented from issuing to the Subscriber an amount of shares of the Company’s common stock in excess of 19.9% of the Company’s aggregate shares of common stock outstanding immediately prior to the Closing.
Subscription for Securities. Subject to the terms and conditions hereof, Subscriber hereby applies for and agrees to subscribe for, and the Company accepts such application and will allot and issue to the Subscriber, in a concurrent private placement exempt from the registration requirements of the Securities Act, the Securities at a subscription price per ADS equal to the IPO Price.
