Subscription Request Clause Samples
A Subscription Request clause defines the process by which an individual or entity formally applies to purchase or subscribe to securities or interests in a fund or investment vehicle. Typically, this clause outlines the information and documentation that must be provided by the subscriber, such as personal details, investment amounts, and compliance confirmations. It also sets forth the procedures for submitting the request and any conditions that must be met for acceptance. The core function of this clause is to ensure that all subscription applications are standardized and compliant, thereby facilitating orderly and transparent onboarding of new investors.
Subscription Request. (a) The Company may issue and request the subscription of Notes by the Subscriber by delivering a Subscription Request to the Subscriber no later than 7 Business Days prior to the proposed Issue Date.
(b) Each Subscription Request is irrevocable and will not be regarded as having been duly completed unless:
(i) the proposed Issue Date is a Business Day within the Availability Period;
(ii) the currency of the Notes is US Dollars (as specified in the Subscription Request), which, subject to Clause 4.3 (Redenomination of the Notes), shall be redenominated into euros;
(iii) the amount to be funded to the Company under the relevant Subscription Request must be in Authorised Denominations (which shall not be less than EUR 65,000,000 on the first Issue Date upon redenomination into euros in accordance with Clause 4.3 (Redenomination of the Notes)), and
(iv) the proposed Interest Period complies with Clause 9 (Interest Periods).
(c) On each Issue Date, the Company shall deliver a duly executed Note Certificate to the Subscriber dated the Issue Date and registered in the Register in the Subscriber's name, against payment by the Subscriber to the Company or its order of the principal amount of the Notes.
Subscription Request. At least ten (10) days prior to the date of the proposed IFC Subscription or payment, the Company shall have delivered to IFC a subscription request, in the form of Schedule 1 and in substance satisfactory to IFC containing, inter alia, certifications with respect to the foregoing conditions, signed by an Authorized Representative and expressed to be effective as of the date of the relevant IFC Subscription and/or payment.
Subscription Request. Subject to the terms of this Agreement and the Conditions, the Issuer shall deliver to the Subscriber a duly completed Subscription Request not later than on the day falling five (5) Business Days prior to the proposed Issue Date.
Subscription Request. The Issuer may request the subscription of the Bonds by delivery to the Subscriber of a duly completed Subscription Request by no later than 11:00 a.m. (Paris time) five (5) Business Days before the Issuance Date.
Subscription Request. To the extent different from the GS Offeree, the Subscriber identified in Section I irrevocably REQUESTS the opportunity to participate in the Fund with respect to the Class O Interests being offered to the GS Offeree. Both the Subscriber and the undersigned GS Offeree (a) re-affirm the Subscription Agreement, including the representations, consents, agreements and power of attorney contained therein, which Subscription Agreement the Subscriber and GS Offeree had acknowledged and affirmed in connection with the most recent prior offering by the Fund, as of the date hereof and (b) acknowledge and affirm that the Subscriber’s participation in the Fund is subject to acceptance of the Subscriber’s subscription request, in whole or in part, by the Fund. Notwithstanding the provisions of the Subscription Agreement of the Fund, these Subscription Materials are governed by and shall be construed in accordance with the internal laws of the State of Delaware applicable to a contract made and performed wholly within the State of Delaware. Class A Unlevered Equity Capital Commitment US$ __________ Class O Carried Interest Election to Receive Class O Interests (PLEASE INITIAL AS APPROPRIATE) I ACCEPT _____ I DECLINE _____ ▇▇▇▇▇▇▇ ▇▇▇▇▇ reserves the right, in its sole discretion, to reduce in whole or in part your subscription amount proportionally or otherwise, including, without limitation, the proportion of Carried Interest to which any Class O Interest(s) issued to you relate, with or without adjusting any related capital commitments.
Subscription Request. Subject to the terms and conditions of the Placement Agreement, the Subscriber may require the Company to allot and issue such number of Placement Shares at the Issue Price, up to the Placement Commitment Amount, by issuing a subscription request to the Company (the “Subscription Request”). The Subscription Request is not regarded as duly completed unless, inter alia:
(i) the Issue Price as set out in the Subscription Request shall not be below the par value of the Shares;
(ii) save as stated in paragraph 3.2.3 below, the subscription amount as specified in the Subscription Request (“Subscription Amount”) does not exceed the outstanding loan principal amount as at the date of the Subscription Request;
(iii) save as stated in paragraph 3.2.3 below, the Subscription Amount as specified in the Subscription Request is at least S$100,000, or any such amount which is in multiples of S$100,000, unless otherwise agreed by the parties in writing;
(iv) the sum of (A) the Subscription Amount of that Subscription Request and (B) the aggregate Subscription Amounts in respect of all duly completed Subscription Requests issued previously, does not exceed the Placement Commitment Amount; and
(v) there having been no occurrence of any event or discovery of any fact rendering any of the representations, warranties and undertakings by the Company or the Subscriber (as the case may be) being untrue or incorrect in any material respect. In the event that proposed Issue Price of the Placement Shares falls below the par value of the Shares and the Company is unable to complete the issue and allotment of the Placement Shares in the manner as contemplated:
(a) the parties agree that the Subscriber shall not issue any Subscription Request(s), and further, or any such Subscription Request(s) so issued or deemed to be issued contrary to such understanding shall not be regarded as being validly issued, and the obligations of the Company in respect of the allotment and issue of the Placement Shares upon the receipt of the Subscription Request(s) shall be suspended. Accordingly, no further Placement Shares shall be issued until the proposed Issue Price of the Placement Shares is at or above the par value of the Shares; and/or
(b) if the parties agree otherwise, the parties shall consult in good faith with a view to determining whether the transactions as contemplated under the Placement Agreement and the Facility Agreement may proceed by alternative means or methods (as appropriate) and...