SUBSCRIPTION FOR SHARES; CLOSING Sample Clauses

SUBSCRIPTION FOR SHARES; CLOSING. (a) Subject to the terms and conditions herein and in reliance upon the respective representations, warranties and covenants contained herein, the Subscriber hereby subscribes for the Shares and the Company hereby agrees to issue the Shares as consideration for the Subscriber and certain of its affiliates entering into the Master Agreement and related transactions contemplated thereby, as set forth therein.
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SUBSCRIPTION FOR SHARES; CLOSING. The Subscriber hereby subscribes for Shares in the Company with a subscription amount in the amount set forth above (the “Subscription Amount”), subject to Section 13.11, on the terms described or appearing in the Offering Document and the Governing Documents. Subject to the terms of this Subscription Agreement and the Governing Documents, the Subscriber’s obligation to pay for Shares hereunder shall be unconditional, complete and binding upon the completion of the Closing (as defined below). For clarity, the Subscriber will be admitted as a Shareholder of the Company only after it has fully funded its Subscription Amount (the “Closing” and such date the “Closing Date”). Each Closing will generally occur on a monthly basis on the last calendar day of the month or on a date as determined by the Company or the Investment Advisor in its sole discretion. The Subscriber acknowledges and agrees that it has received full and adequate consideration on the Closing Date for the entirety of its Subscription Amount and hereby waives any and all defenses of nonconsideration, including any defenses resulting from any insolvency or bankruptcy proceeding of the Company, any material or total decrease in value of the Shares or any inability of the Company to actually issue Shares. FOR ALL SUBSCRIBERS
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SUBSCRIPTION FOR SHARES; CLOSING. Bellador shall deliver to the Company a subscription agreement ("Subscription Agreement") completed in full and signed by each potential Purchaser of Shares. After the Company accepts subscriptions, the closing of the purchases of the Shares will take place in Phoenix, Arizona, using the services of Arizona Escrow & Financial Corporation ("Escrow Agent"), a licensed Arizona escrow company. At each closing, the Purchaser will cause immediately available funds to be delivered to the Escrow Agent and Company shall deliver the share certificate(s) and/or other securities that may be purchased to the Escrow Agent according to the terms of the Escrow Agreement (a copy of which is attached hereto as EXHIBIT A). If the Company has not had the opportunity to fully review the Subscription Agreement or any other Transaction Documents related to any such purchase before the Closing with Escrow Agent, the Company shall notify Bellador that such closing remains "subject to" the Company's review of any documents that have not yet been delivered to and examined by the Company, in which case Bellador will hold the certificate(s) for such Shares pending the Company's review of such documents. Once the Company has completed its review, it will promptly notify Bellador that it either (a) accepts such subscription, in which case Bellador shall promptly release such certificate(s) to the Purchaser; or (b) rejects such subscription, in which case (i) the Company shall promptly refund the purchase price for such Shares to the Purchaser, and (ii) Bellador, or Escrow Agent, as the case may be, shall promptly return the certificate(s) for such Shares to the Company.
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Related to SUBSCRIPTION FOR SHARES; CLOSING

  • 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 $0.01 US per Share. Upon execution, the subscription by the Subscriber will be irrevocable.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • 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 and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • 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.

  • Purchase Price for Shares On the Closing Date, the Buyer shall pay to the Seller (to such account as the Seller shall nominate) the amount of US Dollars 33,500,000 (the “Purchase Price”) in exchange for the Shares, less any amounts paid as a deposit for the Shares under that certain Master Vessel Acquisition Agreement between the Buyer and Seller, dated as of July 24, 2014. The Buyer shall have no responsibility or liability hereunder for the Seller’s allocation and distribution of the Purchase Price among the Seller Entities.

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases 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, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

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