Subscription for Units. (a) Each subscriber under an Offering shall be deemed to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offering, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form. (b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions set out in any final prospectus or other offering document or subscription form delivered to the subscriber and this Agreement, whereby the subscriber, among other things: (i) agrees to provide certain information to the Partnership GP or such other party as authorized by the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for; (ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner; (iii) makes the representations and warranties set out in this Agreement; and (iv) irrevocably nominates, constitutes and appoints the Partnership GP as his, her or its true and lawful attorney with the full power and authority as set out in this Agreement. (c) With respect to an Offering, the foregoing subscription agreement shall be evidenced by delivery to each subscriber of a final prospectus or other offering document to the subscriber or by a subscription form, or in such other manner as shall be determined by the Partnership GP, provided in each case that the subscription is accepted by the Partnership GP on behalf of the Partnership. (d) The subscription price for any issuance of Units will be determined by the Partnership GP, acting alone or in consultation with other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.
Appears in 2 contracts
Samples: Amended and Restated Limited Partnership Agreement, Limited Partnership Agreement
Subscription for Units. (a) Each subscriber under an Offering shall be deemed to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offering, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form.
(b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions set out in any final prospectus or other offering document or subscription form delivered to the subscriber and this Agreement, whereby the subscriber, among other things:
(i) agrees to provide certain information to the Partnership GP or such other party as authorized by the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for;
(ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner;
(iii) makes the representations and warranties set out in this Agreement; and
(iv) irrevocably nominates, constitutes and appoints the Partnership GP as his, her or its true and lawful attorney with the full power and authority as set out in this Agreement.Agreement.
(c) With respect to an Offering, the foregoing subscription agreement shall be evidenced by delivery to each subscriber of a final prospectus or other offering document to the subscriber or by a subscription form, or in such other manner as shall be determined by the Partnership GP, provided in each case that the subscription is accepted by the Partnership GP on behalf of the Partnership.
(d) The subscription price for any issuance of Units will be determined by the Partnership GP, acting alone or in consultation with other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.
Appears in 1 contract
Subscription for Units. (a) Each subscriber under an Offering shall be deemed 1.1 Subject to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offering, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form.
(b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions hereinafter set out forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price, subject to adjustment in any final prospectus or other offering document or subscription form delivered to the subscriber and accordance with Section 2.3 of this Agreement, whereby equal to $______ US per Unit (the subscriber“Subscription Price”). Upon execution, among other thingsthe subscription by the Subscriber will be irrevocable.
1.2 The Subscriber will complete the purchase of the Units at closing by delivering to the Company the following:
(iA) agrees to provide certain information payment of the Subscription Price by wire, bank draft, or cashier’s cheque payable to the Partnership GP or such Company and if other party as authorized than by wire, sent via Fed/ Ex to the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for;
(ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner;
(iii) makes the representations and warranties set out in this AgreementCompany; and
(ivB) irrevocably nominatesthe Investor Questionnaire Form, constitutes and appoints in the Partnership GP as his, her or its true and lawful attorney with form delivered by the full power and authority as set out in Company to the Subscriber.
1.3 Upon execution of this Agreement.
(c) With respect to an OfferingSubscription Agreement by the Company, the foregoing subscription agreement shall be evidenced by delivery Company agrees to each subscriber of a final prospectus or other offering document sell the Units to the subscriber Subscriber for the Subscription Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or by a subscription form, or in desirable.
1.4 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such other manner as shall be determined by Subscriber pursuant to this Subscription Agreement to the Partnership GP, provided in each case Subscriber's address indicated herein.
1.5 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is accepted not subject to any minimum subscription for the Offering.
1.6 Any acceptance by the Partnership GP on behalf Company of this Subscription is conditional upon compliance with all federal and state securities laws and other applicable laws of the Partnership.
(d) state or foreign jurisdiction in which the Subscriber is resident. The subscription price for any issuance of Units Subscriber will be determined deliver to the Company all other documentation, agreements, representations and requisite government forms required by the Partnership GP, acting alone or in consultation lawyers for the Company as required to comply with all securities laws and other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.applicable laws of the jurisdiction of the Subscriber
Appears in 1 contract
Subscription for Units. (a) Each subscriber under an Offering shall be deemed to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offering, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form.
(b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions set out in any final prospectus or other offering document or subscription form delivered to the subscriber and this Agreement, whereby the subscriber, among other things:
(i) agrees to provide certain information to the Partnership GP or such other party as authorized by the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for;for;
(ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner;
(iii) makes the representations and warranties set out in this Agreement; and
(iv) irrevocably nominates, constitutes and appoints the Partnership GP as his, her or its true and lawful attorney with the full power and authority as set out in this Agreement.Agreement.
(c) With respect to an Offering, the foregoing subscription agreement shall be evidenced by delivery to each subscriber of a final prospectus or other offering document to the subscriber or by a subscription form, or in such other manner as shall be determined by the Partnership GP, provided in each case that the subscription is accepted by the Partnership GP on behalf of the Partnership.Partnership.
(d) The subscription price for any issuance of Units will be determined by the Partnership GP, acting alone or in consultation with other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.
Appears in 1 contract
Samples: Limited Partnership Agreement
Subscription for Units. (a) Each subscriber under an Offering shall be deemed 1.1 Subject to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offering, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form.
(b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions hereinafter set out forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price, subject to adjustment in any final prospectus or other offering document or subscription form delivered to the subscriber and accordance with Section 2.3 of this Agreement, whereby equal to $0.10 US per Unit (the subscriber“Subscription Price”). Upon execution, among other thingsthe subscription by the Subscriber will be irrevocable.
1.2 The Subscriber will complete the purchase of the Units at closing by delivering to the Company the following:
(iA) agrees to provide certain information payment of the Subscription Price by wire, bank draft, or cashier’s cheque payable to the Partnership GP or such Company and if other party as authorized than by wire, sent via Fed/ Ex to the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for;
(ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner;
(iii) makes the representations and warranties set out in this AgreementCompany; and
(ivB) irrevocably nominatesthe Investor Questionnaire Form, constitutes and appoints in the Partnership GP as his, her or its true and lawful attorney with form delivered by the full power and authority as set out in Company to the Subscriber.
1.3 Upon execution of this Agreement.
(c) With respect to an OfferingSubscription Agreement by the Company, the foregoing subscription agreement shall be evidenced by delivery Company agrees to each subscriber of a final prospectus or other offering document sell the Units to the subscriber Subscriber for the Subscription Price subject to the Company's right to sell to the Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or by a subscription form, or in desirable.
1.4 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such other manner as shall be determined by Subscriber pursuant to this Subscription Agreement to the Partnership GP, provided in each case Subscriber's address indicated herein.
1.5 The Subscriber acknowledges and agrees that the subscription for the Units and the Company's acceptance of the subscription is accepted not subject to any minimum subscription for the Offering.
1.6 Any acceptance by the Partnership GP on behalf Company of this Subscription is conditional upon compliance with all federal and state securities laws and other applicable laws of the Partnership.
(d) state or foreign jurisdiction in which the Subscriber is resident. The subscription price for any issuance of Units Subscriber will be determined deliver to the Company all other documentation, agreements, representations and requisite government forms required by the Partnership GP, acting alone or in consultation lawyers for the Company as required to comply with all securities laws and other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.applicable laws of the jurisdiction of the Subscriber
Appears in 1 contract
Subscription for Units. (a) Each subscriber under an the Offering shall be deemed to have entered into a subscription agreement with the Partnership as set out below. With respect to any Offeringfuture offerings, the Partnership GP shall determine to whom a subscription should be submitted, how it should be submitted and in what form.
(b) The acceptance of an offer to purchase Units, whether by allotment in whole or in part, by the Partnership GP shall constitute a subscription agreement between the subscriber and the Partnership upon the terms and conditions set out in any final prospectus or other offering document or subscription form delivered to the subscriber and this Agreement, whereby the subscriber, among other things:
(i) agrees to provide certain information to the Partnership GP or such other party as authorized by the Partnership GP, including such subscriber’s full name, residential address, business or corporation account number, as the case may be, and number of Units subscribed for;
(ii) acknowledges that he, she or it is bound by the terms of this Agreement and is liable for all obligations of a Limited Partner;
(iii) makes the representations and warranties set out in this Agreement; and
(iv) irrevocably nominates, constitutes and appoints the Partnership GP as his, her or its true and lawful attorney with the full power and authority as set out in this Agreement.Agreement.
(c) With respect to an the Offering, the foregoing subscription agreement shall be evidenced by delivery of the Prospectus to each subscriber under the Offering, provided that the subscription has been accepted by the Partnership GP on behalf of the Partnership. With respect to future offerings, such subscription agreement shall be evidenced by delivery of a final prospectus or other offering document to the subscriber or by a subscription form, or in such other manner as shall be determined by the Partnership GP, provided in each case that the subscription is accepted by the Partnership GP on behalf of the Partnership.
(d) The subscription price for any issuance of Units will be determined by the Partnership GP, acting alone or in consultation with other Persons. The subscription price shall be each subscriber’s agreed upon Capital Contribution.
Appears in 1 contract
Samples: Limited Partnership Agreement