Common use of Subscription Process Clause in Contracts

Subscription Process. To purchase securities in this offering, investors must complete and sign a securities purchase agreement. Investors should pay for their securities by wire or a certified check for the full purchase price of the securities, payable to “Continental Stock Transfer & Trust Co. as Agent for Ominto Inc.” Subscriptions will be effective only upon the Company’s acceptance, and the Company reserves the right to reject any subscription in whole or in part. In compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, the Placement Agent and the Company shall instruct investors to deliver to the escrow agent all monies in the form of checks or wire transfers. Upon the escrow agent’s receipt of such monies, they shall be credited to the escrow account. Pursuant to an escrow agreement among the Company, the Placement Agent and Continental Stock Transfer & Trust Co., as escrow agent, the funds received in payment for the securities purchased in this offering will be wired to a non-interest bearing escrow account at a branch of XX Xxxxxx Chase Bank NA selected by the escrow agent and held until the escrow agent determines that the amount in the escrow account is at least equal to the minimum amount required to close this offering. Upon confirmation of the minimum subscriptions required, the escrow agent will release the funds in accordance with instructions in writing by the Company and the Placement Agent, indicating the date on which the securities purchased in this offering are to be delivered to the purchasers and the net proceeds are to be delivered to the Company. Unless investors instruct the Company otherwise, the Company will deliver the shares of common stock being issued to the investors electronically. In addition, at the closing of this offering, the Company will issue such purchasers warrant certificates for the warrants being issued as part of the offering. This offering will terminate 30 days after the effective date of the registration statement unless the offering is fully subscribed before that date or we decide to terminate the offering prior to that date. If the escrow agent determines on such date that the amount in the escrow account is less than the minimum amount required to close this offering, then the escrow agent shall promptly refund to each investor the amount of payment received from such investor which is then held in the escrow account.

Appears in 1 contract

Samples: Placement Agency Agreement (Ominto, Inc.)

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Subscription Process. To purchase securities our Units in this offering, investors must complete and sign a securities purchase subscription agreement. Investors should will be required to pay for their securities Units by wire or a wire, certified check or ACH transfer for the full purchase price of the securitiesUnits, payable to “Continental Stock Transfer & Trust Co. Signature Bank, as the Escrow Agent for Ominto Inc.1847 Holdings LLC.Signature Bank shall serve as escrow agent for any payments made via wire, certified check or ACH transfer. From and after the date that we sell a minimum of $12,500,000 of Units in the offering, in addition to accepting payments by wire, certified check or ACH transfer, we will also accept payments in Bitcoin and Ether cryptocurrencies. If you desire to pay for Units in Bitcoin or Ether you will be provided with our public key so that you can transfer your cryptocurrency payment directly to our digital wallet. Investors who pay for Units in cryptocurrency will bear the exchange rate fluctuation risk during the period between the time that the investor subscribes for the units and the time when we accept the subscription. We intend to accept subscriptions daily after the minimum of $12,500,000 Units are sold in the offering, but cannot guarantee that we will be able to accept subscriptions on such basis. Subscriptions will be effective only upon our acceptance of the Company’s acceptancesubscriptions, and the Company reserves we reserve the right to reject any subscription subscriptions in whole or in part. In compliance with Rule 15c2-4 of under the Securities Exchange Act of 1934Act, the Placement Agent we and the Company shall Underwriter will instruct investors to deliver to the escrow agent all monies in the form of checks checks, wire transfers or wire transfersACH transfers to the escrow agent. Upon the escrow agent’s receipt of such monies, they shall be credited to the escrow account. Pursuant to an escrow agreement among the Companyus, the Placement Agent Underwriter and Continental Stock Transfer & Trust Co.Signature Bank, as escrow agent, the funds received in payment for the securities Units purchased in this offering will be wired to a non-interest bearing escrow account at a branch of XX Xxxxxx Chase Bank NA selected by the escrow agent Signature Bank, and held until the escrow agent determines that the amount in the escrow account is equal to at least equal to the minimum amount required to close this offering. Upon confirmation of receipt of the requested minimum subscriptions requiredsubscription amount, the escrow agent will release the funds in accordance with the written instructions in writing provided by the Company us and the Placement AgentUnderwriter, indicating the date on which the securities Shares and the Warrants purchased in this offering are to be delivered to the purchasers investors and the date the net proceeds are to be delivered to the Companyus. Unless investors instruct the Company us otherwise, the Company we will deliver the shares of common stock Shares and Warrants being issued to the investors electronically. In addition, at the closing of this offering, the Company will issue such purchasers warrant certificates for the warrants being issued as part of the offering. This offering will terminate 30 days after the effective date of the registration statement unless the offering is fully subscribed before that date or we decide to terminate the offering prior to that date. If the escrow agent determines on such date that the amount in the escrow account is less than the minimum amount required to close this offering, then the escrow agent shall promptly refund to each investor the amount of payment received from such investor which is then held in the escrow account.

Appears in 1 contract

Samples: Subscription Agreement (1847 Holdings LLC)

Subscription Process. To purchase securities our Units in this offering, investors must complete and sign a securities purchase subscription agreement. Investors should will be required to pay for their securities Units by wire or a certified check for the full purchase price of the securitiesUnits, payable to “Continental Stock Transfer & Trust Co. Signature Bank, as the Escrow Agent for Ominto Inc.1847 Holdings LLC.Signature Bank shall serve as escrow agent for any payments made via wire or certified check. We intend to accept subscriptions daily after the minimum of $12,500,000 Units are sold in the offering, but cannot guarantee that we will be able to accept subscriptions on such basis. Subscriptions will be effective only upon our acceptance of the Company’s acceptancesubscriptions, and the Company reserves we reserve the right to reject any subscription subscriptions in whole or in part. In compliance with Rule 15c2-4 of under the Securities Exchange Act of 1934Act, the Placement Agent we and the Company shall Underwriter will instruct investors to deliver to the escrow agent all monies in the form of checks or wire transferstransfers to the escrow agent. Upon the escrow agent’s receipt of such monies, they shall be credited to the escrow account. Pursuant to an escrow agreement among the Companyus, the Placement Agent Underwriter and Continental Stock Transfer & Trust Co.Signature Bank, as escrow agent, the funds received in payment for the securities Units purchased in this offering will be wired to a non-interest bearing escrow account at a branch of XX Xxxxxx Chase Bank NA selected by the escrow agent Signature Bank, and held until the escrow agent determines that the amount in the escrow account is equal to at least equal to the minimum amount required to close this offering. Upon confirmation of receipt of the requested minimum subscriptions requiredsubscription amount, the escrow agent will release the funds in accordance with the written instructions in writing provided by the Company us and the Placement AgentUnderwriter, indicating the date on which the securities Shares and the Warrants purchased in this offering are to be delivered to the purchasers investors and the date the net proceeds are to be delivered to the Companyus. Unless investors instruct the Company us otherwise, the Company we will deliver the shares of common stock Shares and Warrants being issued to the investors electronically. In addition, at the closing of this offering, the Company will issue such purchasers warrant certificates for the warrants being issued as part of the offering. This offering will terminate 30 days after the effective date of the registration statement unless the offering is fully subscribed before that date or we decide to terminate the offering prior to that date. If the escrow agent determines on such date that the amount in the escrow account is less than the minimum amount required to close this offering, then the escrow agent shall promptly refund to each investor the amount of payment received from such investor which is then held in the escrow account.

Appears in 1 contract

Samples: Subscription Agreement (1847 Holdings LLC)

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Subscription Process. To purchase securities our Units in this offering, investors must complete and sign a securities purchase subscription agreement. Investors should will be required to pay for their securities Units by wire or a certified check for the full purchase price of the securitiesUnits, payable to “Continental Stock Transfer & Trust Co. Signature Bank, as the Escrow Agent for Ominto Inc.1847 Holdings LLC.Signature Bank shall serve as escrow agent for any payments made via wire or certified check. From and after the date that we sell a minimum of $12,500,000 of Units in the offering, in addition to accepting payments by wire or certified check, we will also accept payments in Bitcoin and Ether cryptocurrencies. If you desire to pay for Units in Bitcoin or Ether you will be provided with our public key so that you can transfer your cryptocurrency payment directly to our digital wallet. Investors who pay for Units in cryptocurrency will bear the exchange rate fluctuation risk during the period between the time that the investor subscribes for the units and the time when we accept the subscription. We intend to accept subscriptions daily after the minimum of $12,500,000 Units are sold in the offering, but cannot guarantee that we will be able to accept subscriptions on such basis. Subscriptions will be effective only upon our acceptance of the Company’s acceptancesubscriptions, and the Company reserves we reserve the right to reject any subscription subscriptions in whole or in part. In compliance with Rule 15c2-4 of under the Securities Exchange Act of 1934Act, the Placement Agent we and the Company shall Underwriter will instruct investors to deliver to the escrow agent all monies in the form of checks or wire transferstransfers to the escrow agent. Upon the escrow agent’s receipt of such monies, they shall be credited to the escrow account. Pursuant to an escrow agreement among the Companyus, the Placement Agent Underwriter and Continental Stock Transfer & Trust Co.Signature Bank, as escrow agent, the funds received in payment for the securities Units purchased in this offering will be wired to a non-interest bearing escrow account at a branch of XX Xxxxxx Chase Bank NA selected by the escrow agent Signature Bank, and held until the escrow agent determines that the amount in the escrow account is equal to at least equal to the minimum amount required to close this offering. Upon confirmation of receipt of the requested minimum subscriptions requiredsubscription amount, the escrow agent will release the funds in accordance with the written instructions in writing provided by the Company us and the Placement AgentUnderwriter, indicating the date on which the securities Shares and the Warrants purchased in this offering are to be delivered to the purchasers investors and the date the net proceeds are to be delivered to the Companyus. Unless investors instruct the Company us otherwise, the Company we will deliver the shares of common stock Shares and Warrants being issued to the investors electronically. In addition, at the closing of this offering, the Company will issue such purchasers warrant certificates for the warrants being issued as part of the offering. This offering will terminate 30 days after the effective date of the registration statement unless the offering is fully subscribed before that date or we decide to terminate the offering prior to that date. If the escrow agent determines on such date that the amount in the escrow account is less than the minimum amount required to close this offering, then the escrow agent shall promptly refund to each investor the amount of payment received from such investor which is then held in the escrow account.

Appears in 1 contract

Samples: Subscription Agreement (1847 Holdings LLC)

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