Subscription for the Shares. (a) Subject to the terms and conditions set forth in this Subscription Agreement and in the Memorandum, the Investor agrees to (i) purchase from the Fund newly issued Shares with an aggregate price equal to the amount set forth in Section 2 of the Subscription Booklet accompanying this Subscription Agreement (the “Investment Amount”) at a price per share equal to the Closing Share Price (as defined below) and (ii) to pay the Investment Amount to the Fund at the time provided in this Subscription Agreement.
(b) The Investor acknowledges and agrees that the subscription of the Investor hereunder constitutes an irrevocable agreement by the Investor to subscribe for Shares of the Fund and the Investor is not entitled to cancel, terminate or revoke this subscription or any agreements of the Investor hereunder, including the power of attorney granted hereby, except as otherwise set forth in this Section 1(b), the Memorandum or applicable law, and such subscription and agreements, including the power of attorney shall survive (i) changes in the transaction, documents and instruments described in the Memorandum which in the aggregate are not material or which are contemplated by the Memorandum and (ii) the death or disability of the Investor; provided, however, that if the Fund shall not have accepted this subscription within one year following the Investor’s execution and delivery of the Subscription Booklet (the date of any such acceptance of this subscription, the “Acceptance Date”), this Subscription Agreement, all agreements of the Investor hereunder, including the power of attorney granted hereby, shall be cancelled and the Subscription Documents will be returned to the Investor.
(c) The Investor hereby irrevocably makes, constitutes and appoints the Manager (and any designee of, substitute for, or successor to, the Manager) as the Investor’s true and lawful attorney and authorized signatory in the Investor’s name, place and stead, (i) to receive and pay over to the Fund on behalf of the Investor, to the extent set forth in this Subscription Agreement, all funds received hereunder, (ii) to correct, on behalf of the Investor at the written direction of the Investor or the Investor’s authorized representative, the Subscription Booklet to be executed by the Investor in connection with the Investor’s subscription for Shares, including, without limitation, filling in or amending amounts, dates and other pertinent information, (iii) to make, execute, acknowledge, ...
Subscription for the Shares. Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties contained herein, the Subscriber hereby subscribes for and agrees to purchase the Shares for his own account, and the Company agrees to sell to the Subscriber the Shares at $.10/share for a total purchase price of Thirty Six Thousand Eight Hundred Twenty Five Dollars ($36,825).
Subscription for the Shares. The Subscriber hereby confirms its irrevocable subscription for and offer to purchase from the Corporation that number of Shares indicated on page 2 of this Subscription Agreement, on and subject to the terms and conditions set out in this Subscription Agreement, for the Subscription Amount, which is payable as described in Article 4.
Subscription for the Shares. Upon execution of this Agreement, the Investor hereby irrevocably agrees to subscribe for the Shares to be issued by the Company in accordance with the terms of this Agreement. Such Shares, once delivered to the Investor as set forth herein, shall be validly issued, fully paid and non-assessable, and shall be recorded on the books and records of the Company as issued to Billfighter Investments Limited.
Subscription for the Shares. Subject to the terms and conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to purchase from Company the Shares in consideration of Xxxxxx'x transformation of the Company from a shell company into an operating company in the energy sector by encouraging NOK-BONG Ship Building Co., Ltd. ("NOK-BONG") and 3Soft, Inc. ("3Soft") to enter into the transactions described in Company's Current Report on Form 8-K filed with the Commission on January 14, 2008 and further business relationships with the Company which are now being negotiated with NOK-BONG and 3Soft.
Subscription for the Shares. Spotless hereby subscribes for and agrees to purchase, and the Company hereby agrees to sell, convey, transfer and deliver to Spotless at the Closing (as that term is hereinafter defined), the Shares, free and clear of all claims, pledges, security interests, liens, rights of first refusal, options, warrants, contractual commitments, sharing arrangements, restrictions, charges and encumbrances of any nature whatsoever, all on the terms and conditions set forth in this Agreement.
Subscription for the Shares. Concurrently with the execution of this Agreement and subject to the terms and conditions set forth in this Agreement, the Buyers shall subscribe and apply for the purchase of the Shares (the "SUBSCRIPTION"), and the Buyers shall pay to the Seller, in exchange therefor, the aggregate sum of $1,515,000 (the "PURCHASE PRICE"), consisting of $550,000 in cash from the Equity Investor, $875,000 in cash from the Management Investor, and $90,000 of which will be paid in the form of a promissory note issued by the Management Investor to the Seller as payee in substantially the form attached hereto as EXHIBIT A (the "PROMISSORY NOTE"). The Buyers shall pay the Purchase Price to the Seller by wire transfers of immediately available funds to accounts designated in writing by Seller, which accounts will have been designated at least one Business Day prior to the date of this Agreement, and by delivery of the Promissory Note at Closing.
Subscription for the Shares. The Company hereby subscribes for and, subject to the terms and conditions contained herein, agrees to acquire at the Closing 10,959,131 shares of ECI Common Stock (the "Shares").
Subscription for the Shares. Subject to the terms and conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to purchase from Company the Shares for an aggregate purchase price of US$10 million, the price per Share to be equal to the higher of US$1.50 per share or eighty-five percent (85%) of the closing price of Company's Common Stock on the trading date next preceding the date of any closing (a "Closing") at which any of the Shares are purchased and sold pursuant to this Agreement. The first Closing will occur within ten days of the date of this Agreement, at which time Subscriber will subscribe for at least US$2 million of the Shares. Subsequent Closings will occur during the first calendar quarter of 2008 on such dates as may be specified by Subscriber with at least five business days prior written notice.
Subscription for the Shares. Subject to the terms and conditions of this Subscription Agreement and the terms of the Offering described in the Confidential Private Placement Memorandum, dated February 8, 1999, as supplemented and amended through the date hereof (the "Memorandum"), the undersigned hereby subscribes for and agrees to purchase from Xxxxx Advisors, Inc., a Delaware corporation (the "Company"), shares (the "Shares") of ----------- the Company's Series B Convertible Preferred Stock, par value $.01 per share (the "Preferred Stock"), at a purchase price of $5.00 per Share. Unless previously redeemed, each Share is automatically convertible into one share of the Company's Class A Common Stock, par value $.0001 per share (the "Common Stock"), subject to certain adjustments, concurrently with the consummation of an initial underwritten public offering pursuant to an effective registration statement (the "IPO Registration Statement") filed with the Securities and Exchange Commission (the "Commission") covering the offer and sale of the Common Stock to the public (the "IPO"). If this Subscription Agreement is being executed prior to the Initial Closing (as defined in the Memorandum), then the undersigned herewith shall deliver a check to the Company at the address stated above payable to "Continental Stock Transfer & Trust Company, as Escrow Agent, f/b/x Xxxxx Advisors, Inc." in the amount of $ , which amount represents the aggregate purchase price of the ------- Shares to which the undersigned is subscribing. If this Subscription Agreement is being executed after the Initial Closing, then the undersigned herewith shall deliver a check to the Company at the address stated above payable to "Xxxxx Advisors, Inc." or effect a wire transfer in immediately available funds to the Company in the amount of $ , which amount represents the aggregate purchase ----- price of the Shares to which the undersigned is subscribing. ACCEPTANCE OF SUBSCRIPTION. The undersigned understands that the first 200,000 Shares are being offered by the Company on a "best efforts, all-or-none" basis and the remaining 400,000 Shares on a "best efforts" basis. If subscriptions for at least 200,000 Shares are not received and accepted by the Company during the Offering Period (as defined in the Memorandum), the Offering (as defined in the Memorandum) will terminate and subscriptions will be returned to investors without interest or deduction. The Offering will continue for a period of 60 days from the date of the ...
