Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws. (b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of: (x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or (y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest. (c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (Gyrotron Technology Inc), Subscription Agreement (Gyrotron Technology Inc)
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of Investor (i) one share such number of 10% Convertible Redeemable Series B1 Preferred Stockshares of common stock, par value $0.001 0.01 per Share share (the “Series B1 Preferred Common Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereto (the “Other Offer DocumentsShares”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) warrants to purchase such number of shares of Common Stock set forth on the subscription payment, in signature page hereto (the form of:
(x) a check payable to “Gyrotron Technology, Inc.Warrants” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to and together with the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptanceShares, the Company will deliver to “Securities”) for an aggregate purchase price set forth on the Subscriber signature page hereto (the “Purchase Price”). The Securities have been registered on a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this AgreementRegistration Statement on Form S-3, Registration No. If the Offering is oversubscribed333-133087, or for which registration statement (together with any other reason determined registration statement filed by the Company in its discretionpursuant to Rule 462(b) under the Securities Act, the Company may determine “Registration Statement”) has been declared effective by the Securities and Exchange Commission (the “Commission”) and has remained effective since such date and is effective on the date hereof. Subject to accept a subscription the last sentence of this Section 1, on August 22, 2007 (the “Closing Date”), Investor shall remit by wire transfer the amount of funds equal to the Purchase Price for only a portion the Securities being purchased by Investor to the following account: NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE. Upon receipt of the Purchase Price by the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants for which shall be unlegended and free of any resale restrictions. The obligations of the Subscriber has subscribed Investor set forth in this Section 1 shall be conditioned upon the consummation of the transactions contemplated by the Placement Agency Agreement. In such a case, dated as of the date hereof, by and between the Company will deliver and ThinkEquity Partners LLC, provided that in no event shall the portion Investor be required to purchase in excess of 22.7681032% of the Shares and aggregate number of securities to be sold on the Warrants that the Company has agreed to sell Closing Date pursuant to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestRegistration Statement.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (MHR Capital Partners Master Account LP), Subscription Agreement (Emisphere Technologies Inc)
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting Investor such number of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share shares (the “Series B1 Preferred Stock”), "Shares") of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of 's common stock, $0.00001 par value $0.001 per share of (the Company (each, a “"Common Share”Stock"), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofhereto, for an aggregate purchase price (the "Purchase Price") equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per Share as set forth on the signature page hereto. The form of Certificate of Designation (“COD”) for Purchase Price is set forth on the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibitssignature page hereto. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that The Shares have been furnished to the Subscriber concerning the Offering registered on a Registration Statement on Form S- 1, Registration No. 333-173705 (the “Other Offer Documents”"Registration Statement"). The Shares that are the subject of this Agreement are part of an offering of Units Registration Statement has been declared effective by the Company Securities and Exchange Commission (the “Offering”), "Commission") and is effective on a best efforts basisthe date hereof. There are 80,000 shares of Series B1 Preferred Stock authorizedA final prospectus supplement will be delivered to the Investor as required by law. The number completion of Units that the Company may offer and/or sell is at purchase and sale of the Company’s discretion. The Company may use broker-dealers and other agents Shares (the "Closing") shall take place on the earliest to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount occur of (i) up to 6% of the gross proceeds to date all the Company of the Units that they have placedShares are fully subscribed for, to be paid in cash and/or in Units, and (ii) up 30 days after the Effective Date, unless extended to 4% a later date with the mutual consent of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Alsoand Aegis, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but (iii) such date mutually agreed by the Company will issue Shares and Warrants in respect Aegis (the "Closing Date"). Upon satisfaction or waiver of all subscriptions accepted prior the conditions to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment closing set forth in the amount of dividends accrued through Agreement, at the date of delivery of the Subscriber’s subscription paymentClosing, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the signature page of this Agreement (including Exhibit A)escrow account designated by the Company on Annex A attached hereto, and (ii) the subscription payment, in Company shall cause the form of:
(x) a check payable Shares to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions be delivered to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to Investor with the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion delivery of the Shares and to be made through the Warrants for which facilities of The Depository Trust Company's DWAC system in accordance with the Subscriber has subscribed in this Agreement. In such a caseinstructions set forth on the signature page attached hereto under the heading "DWAC Instructions" (or, if requested by the Company will deliver Investor on the portion signature page hereto, through the physical delivery of certificates evidencing the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestresidential or business address indicated thereon).
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (Iron Eagle Group, Inc.), Underwriting Agreement (Iron Eagle Group, Inc.)
Subscription. Investor agrees to buy and the Company agrees to sell and issue to Investor such number of (ai) The undersigned subscriber shares (the “SubscriberShares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”), intending to be legally boundas set forth on the signature page hereto, hereby irrevocably subscribes to for an aggregate purchase from Gyrotron Technology, Inc., a Delaware corporation price (the “CompanyPurchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per Share as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares have been registered on a Registration Statement on Form S-1, Registration No. _______ units (the “UnitsRegistration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) each consisting and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Shares (the “Closing”) shall take place on the earliest to occur of (i) one share the date all the Shares are fully subscribed for, (ii) 30 days after the Effective Date, unless extended to a later date with the mutual consent of 10% Convertible Redeemable Series B1 Preferred Stockthe Company and Grandview, par value $0.001 per Share or (iii) such date mutually agreed by the Company and Grandview (the “Series B1 Preferred StockClosing Date”). Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Companyescrow account designated by the Company on Annex A attached hereto, and (ii) fifty warrants (the “Warrants”), each Company shall cause the Shares to acquire one share of common stock, par value $0.001 per share be delivered to the Investor with the delivery of the Company (each, a “Common Share”), expiring no later than March 31, 2016 Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page hereof. The form of Certificate of Designation attached hereto under the heading “DWAC Instructions” (“COD”) for the Series B1 Preferred Stockor, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units if requested by the Company (the “Offering”), Investor on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page hereto, through the physical delivery of this Agreement (including Exhibit A), and (ii) certificates evidencing the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions Shares to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Noresidential or business address indicated thereon).: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Underwriting Agreement (China Green, Inc.), Underwriting Agreement (China Green, Inc.)
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ Investor such number of units (the “Units”) ), each Unit consisting of one common share of the Company (the “Shares”), and one warrant to purchase one common share of the Company (the “Warrant”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the Purchase Price per Unit, each as set forth on the signature page hereto. The Units are being offered pursuant to a registration statement on Form S-1, File No. 333-220844 (as amended, the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Units and acceptance of Investor’s Subscription. The prospectus (the “Prospectus”), which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Units are being offered by Boustead Securities, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum” basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) one share the Purchase Price deposited by the Investor subsequent to the declaration of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (effectiveness of the “Series B1 Preferred Stock”), Registration Statement by check or wire transfer of immediately available funds to the Company’s escrow account shall be released to the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company shall cause the Shares and the Warrants to be delivered to the Investor (each, a “Common Share”), expiring no later than March 31, 2016 A) through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page hereof. The form of Certificate of Designation attached hereto under the heading “DWAC Instructions,” or (“COD”B) for if requested by the Series B1 Preferred Stock, and Investor on the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning signature page hereto or if the Company that have been furnished is unable to make the Subscriber concerning delivery through the Offering (the “Other Offer Documents”). facilities of The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Depository Trust Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the UnitsDWAC system, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of DRS or book-entry delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to on the exemption from the registration requirements books and records of the Securities Act, provided transfer agent. If delivery is made by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying book entry on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares books and the Warrants are “restricted securities” for purposes records of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptanceagent, the Company will deliver shall send written confirmation of such delivery to the Subscriber Investor at the address indicated on the Signature Page hereof. The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the Underwriting Agreement, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a certificate representing subscription agreement will be promptly sent along with the Shares subscription agreements to the escrow account by noon the next business day. With regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed instructions by the Warrants investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or offering does not close for any other reason determined by prior to the Company termination date set forth in its discretionthe Registration Statement, all funds deposited in the Company may determine escrow account will be returned to accept a subscription for only a portion investors promptly in accordance with the terms of the Shares escrow agreement and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestapplicable law.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (1847 Holdings LLC), Subscription Agreement (1847 Holdings LLC)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no earlier than 12/31/14 and no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (Gyrotron Technology Inc), Subscription Agreement (Gyrotron Technology Inc)
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of Ordinary Shares (the “SubscriberShares”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of Winner Group Limited, a Delaware Cayman Islands corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth indicated on the signature page hereofattached hereto at the purchase price set forth on such signature page (the “Purchase Price”). The form Subscriber has made payment by wire transfer of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made funds in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to in the full amount of the Purchase Price of the Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer DocumentsPayment”). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units Ordinary Shares being conducted by the Company (the “Offering”). Under the terms of the Offering, the Company seeks to raise $10,400,000 (USD) (proceeds from the Offering being referred to herein as the “Gross Offering Proceeds”) based on a best efforts basisan Offering price of $74.616 per share, which represents 12.20% of the equity ownership in the Company. There are 80,000 Immediately following the closing of the Offering, such Shares shall be exchanged for shares of Series B1 Preferred Stock authorizedthe common stock (the “Public Company Shares”) of a US domiciled company that is obligated to file periodic reports with the US Securities and Exchange Commission and whose shares are eligible for quotation on the NASD Over-the Counter Bulletin Board (the “Public Company”) upon the closing of a stock exchange transaction (the “Exchange Transaction”) between the Company and the Public Company. Upon consummation of the Exchange Transaction and certain private placements occurring at the time of, or immediately following, the Exchange Transaction (the “Concurrent Placements”), it is anticipated that Subscribers in the Offering will own 11.55% of the issued and outstanding common stock of the Public Company.
1.3 The number Company agrees that neither it nor the Public Company shall undertake any other financings (other than acquisitions utilizing capital stock of Units the Company or the Public Company, it being understood that the shares issuable in such transaction shall not be registered until the Registration Statement is deemed effective by the SEC) involving Equity Common Shares (as defined below) on terms more favorable than those in the Offering until thirty (30) days after the effectiveness of the Registration Statement (as that term is defined below) covering all of the Public Company may offer and/or sell is at Shares, without the Company’s discretionprior written approval of the holders of a majority of the Public Company Shares. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Public Company may terminate complete a financing on terms that are equivalent or less favorable than those in the Offering at any time without prior notice. Also, the Company, in its sole their discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment; however, the Company will withhold from acknowledges that the dividend payments otherwise payable to a Subscriber Equity Common Shares sold in such an offering can not be registered for resale until after the amount date the Registration Statement is declared effective by the SEC. The term “Equity Common Shares” as used herein shall mean all capital stock of the dividends accrued through Company or the date of delivery Public Company, plus all rights, warrants, options, convertible preferred shares, indebtedness, exchangeable securities or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the subscription paymentCompany or the Public Company. Notwithstanding the above, “Equity Common Shares” shall not include any common shares of the Public Company issued pursuant to any incentive or stock option plan of the Public Company approved by the shareholders or the board of directors of the Public Company. For the avoidance of doubt, for payments received prior the Subscribers acknowledge and agree that immediately after the Exchange Transaction, the Public Company intends to effect the filing of Concurrent Placements in which the COD, dividends accruing pro forma to the date of receipt of payment Public Company will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the raise $1,600,000 and issue 793,260 Public Company Shares and the Warrants that such Public Company Shares are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, included in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA NoRegistration Statement.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (Winner Medical Group Inc), Subscription Agreement (Winner Medical Group Inc)
Subscription. (a) The undersigned subscriber (1.1. On the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), basis of the Company, representations and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning set forth herein, the Company that have been furnished to the Subscriber concerning the Offering undersigned (the “Other Offer DocumentsSubscriber”) hereby irrevocably agrees to convert the entire amount of principal and accrued interest due held by Subscriber in the aggregate amount of $198,653.74, and as more specifically described in Exhibit 1 hereto (the “Debt”) into shares of Class B Convertible Preferred Stock of the Company (such subscription and agreement to convert being the “Subscription”). The Shares that are the subject , for an aggregate of this Agreement are part 1,000,000 shares of an offering Class B Convertible Preferred Stock of Units by the Company (the “OfferingShares”), on a best efforts basis. There are 80,000 shares The features of Series B1 the Class B Convertible Preferred Stock authorizedare contained in the Certificate of Designation for the creation of the Class B Convertible Stock, which has been delivered to, and approved by, Subscriber.
1.2. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The number of Units Subscriber hereby agrees that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of upon delivery of the Subscriber’s subscription payment, Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will withhold be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and its respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the dividend payments otherwise payable Debt and any prior or related obligation or agreement. Subscriber agrees to a Subscriber indemnify and hold harmless the amount Company for any loss, liability, claim, damage, or expense arising from or in connection with any claim relating to or arising out of any portion of the dividends accrued through the date of delivery of the subscription paymentDebt.
1.3. For the avoidance of doubtUnless otherwise provided, for payments received prior all dollar amounts referred to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Subscription Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes in lawful money of the United States securities laws and cannot be transferred except as permitted under these lawsof America.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Debt Conversion Agreement (Cross Click Media Inc.), Debt Conversion Agreement (Cross Click Media Inc.)
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”), intending to be legally bound, hereby irrevocably subscribes to ) will purchase from Gyrotron Technology, Inc., a Delaware corporation Orbital Tracking Corp. (the “Company”) _______ units (the “Units”) each consisting number of (i) one share shares of 10% Convertible Redeemable Series B1 H Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share Stock of the Company (each, a the “Common ShareShares”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all ) as set forth on the signature page hereofto this Subscription Agreement, at a purchase price of $4.00 per share (the “Purchase Price”). The form shares of Common Stock underlying the Preferred Stock may hereinafter be referred to as the “Conversion Shares”). The Preferred Stock shall have the rights and preferences as set forth in the Certificate of Designation of Preferences, Rights and Limitations (the “COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B A hereto. The Subscription Agreement and C respectively the COD are collectively referred to as the “Transaction Documents. The Shares are being offered (the “Offering”) by the Company pursuant to this Subscription Agreement. The Shares are being offered on a “reasonable efforts all or none”, basis with respect to the minimum of $300,000 (the “Minimum Offering Amount”). The Shares are being offered on a “reasonable efforts” basis with respect to up to $800,000 of Shares (the “Maximum Offering Amount”). Any purchase of Shares by the Company’s officers, directors, or employees shall be included, and all references counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject to their terms are subscriptions being received from qualified in their entirety investors and accepted by reference the Company for the Minimum Offering Amount. Upon acceptance by the Company after the date hereof of such subscriptions, the Company shall have the right at any time thereafter, prior to said exhibitsthe Termination Date (as defined below), to effect an initial closing with respect to this Offering (the “Initial Closing”). Thereafter, the Company shall continue to accept, and continue to have closings (together with the Initial Closing, each a “Closing”) for, additional subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be offered for a period (the “Initial Offering Period”) commencing on the date of this Subscription Agreement and continue until the earliest of (i) October 18, 2016 (the “Maximum Offering Deadline”), (ii) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (iii) the date upon which the Company elects to terminate the Offering (the “Termination Date”), subject to the right of the Company to extend the Offering until as late as November 18, 2016 (the “Final Termination Date”), without further notice to or consent by investors, if the Maximum Offering Amount has not been subscribed by the Offering Deadline. This additional period, together with the Initial Offering Period, shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, in its discretion, may accept an investor subscription is for an amount less than the Investor Minimum Investment. The subscription for the Shares will be made in accordance with and subject to the terms and conditions described in of this Subscription Agreement Agreement. In the event that (this “Agreement”i) and any other documents concerning the Company that have been furnished to the Subscriber concerning subscriptions for the Offering are rejected in whole (at the “Other Offer Documents”sole discretion of the Company). The , (ii) no Shares that are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the subject of this Agreement are part of an offering of Units Offering is otherwise terminated by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers prior to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% expiration of the gross proceeds Initial Offering Period or, if extended, prior to the Company of the Units that they have placedFinal Termination Date, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but then the Company will issue Shares and Warrants in respect of refund all subscriptions accepted prior subscription funds held by it to the persons who submitted such terminationfunds, without interest, penalty or deduction. If a subscription is rejected in part (at the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery sole discretion of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2Company) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on accepts the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and canportion not be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptanceso rejected, the Company will deliver to funds for the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a rejected portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price subscription will be repaid to the Subscriber returned without interest, penalty, expense or deduction.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Subscription Agreement (Orbital Tracking Corp.), Subscription Agreement (Orbital Tracking Corp.)
Subscription. (a) The undersigned subscriber 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, ___________________________________ (the “"Subscriber”), intending to be legally bound, ") hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) ______________ units (the “"Units”") each consisting at a price per Unit of US$1.00 (such subscription and agreement to purchase being the "Subscription"), for an aggregate purchase price of US$______________ (the "Subscription Proceeds").
1.2 Each Unit will consist of: (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (in the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share stock of the Company (each, a “Common "Share”"); (ii) one non-transferable common stock purchase warrant (each, an "One Year Warrant") entitling the holder thereof to purchase one Share (each, an "One Year Warrant Share"), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Shareone year commencing at the Closing (as defined below), at a price per One Year Warrant Share of $35.00 US$1.25; and (iii) one non-transferable common stock purchase warrant (each, a "Two Year Warrant" and, together with the One Year Warrants, the "Warrants") entitling the holder thereof to purchase one Share (each, a "Two Year Warrant Share" and, together with the One Year Warrant Shares, the "Warrant Shares"), as presently constituted, for a period of two years commencing at the Closing (as defined below), at a price per Unit, plus accrued dividends, if any; all Two Year Warrant Share of US$1.25. Certificate(s) representing the One Year Warrants will be in the form attached as set forth on Exhibit "A" hereto and certificate(s) representing the signature page hereofTwo Year Warrants will be in the form attached as Exhibit "B" hereto. The form of Certificate of Designation (“COD”) for the Series B1 Preferred StockShares, Warrants and the Warrant Agreement for Shares are collectively referred to as the Warrants are attached as Exhibit B "Securities".
1.3 On the basis of the representations and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning set forth herein, the Company that have been furnished hereby irrevocably agrees to sell the Units to the Subscriber concerning Subscriber.
1.4 Subject to the Offering (terms hereof, the “Other Offer Documents”)Subscription will be effective upon its acceptance by the Company. The Shares Subscriber acknowledges that are the subject of this Agreement are part of an offering of Units by the Company contemplated hereby (the “"Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell ") is at the Company’s discretion. The Company may use broker-dealers and other agents not subject to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this minimum aggregate subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawslevel.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 2 contracts
Samples: Private Placement Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Buyer hereby irrevocably subscribes agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation the Company the number of shares (the “Company”"Preferred Shares") _______ units (the “Units”) each consisting of (i) one share of 10% Series A Convertible Redeemable Series B1 Preferred Stock, $.001 par value $0.001 per Share (the “Series B1 "Preferred Stock”"), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stockthis Agreement, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to having the terms and conditions described as set forth in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to form of the Subscriber concerning Certificate of Designations of the Offering Series A Convertible Preferred Stock attached hereto as ANNEX I (the “Other Offer Documents”). The Shares that are the subject "Certificate of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is Designations") at the Company’s discretion. The Company may use broker-dealers price per share and other agents to offer and sell for the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying aggregate purchase price set forth on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit Athe "Purchase Price"). In connection with the purchase of the Preferred Shares by the Buyer, the Company shall issue to the Buyer, at the closing on the Closing Date (as defined herein), and (ii) the subscription payment, Common Stock Purchase Warrants in the form of:
attached hereto as ANNEX II (xthe "Warrants") a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
purchase the number of shares of Common Stock set forth therein (y) a wire transfer subject to “Gyrotron Technology, Inc.”, Wire Transfer Instructions adjustment after issuance of the Warrants as provided in the Warrants). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No"Warrant Shares.: 000000000 Ref: Series B1 Units; Account No" The Warrant Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares are referred to herein collectively as the "Common Shares.: 8788010547 or (z) by agreeing " The Common Shares and the Preferred Shares are referred to accept Units for funds previously advanced to herein collectively as the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the "Shares." The Shares and the Warrants that are referred to herein collectively as the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest"Securities.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto."
Appears in 2 contracts
Samples: Subscription Agreement (Titan Motorcycle Co of America Inc), Subscription Agreement (Titan Motorcycle Co of America Inc)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron TechnologyLaserLock Technologies, Inc., a Delaware Nevada corporation (the “Company”) _______ units (), 33,333,333 shares of preferred stock of the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred StockCompany, par value $0.001 per Share .001 (the “Series B1 Preferred StockShares”), for a purchase price per share of $0.03 (“Per Share Price”) and an aggregate purchase price for all the Shares of $1,000,000.00 (the “Purchase Price”), which shall be paid by Subscriber in immediately available funds to the Company account designated by the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to upon the terms and conditions described in this Subscription Agreement set forth herein.
(this “Agreement”b) and any other documents concerning In order to induce Subscriber to purchase the Shares, the Company that have been furnished to shall, commensurate with the Closing (as defined below), issue Subscriber concerning a warrant, in the Offering form attached hereto as Exhibit A (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “OfferingWarrant”), on a best efforts basis. There are 80,000 granting Subscriber the right to purchase an additional 33,333,333 shares of Series B1 Preferred Stock authorized. The number of Units that common stock in the Company may offer and/or sell is at for the Company’s discretion. The Company may use broker-dealers initial purchase price per share of $0.12 (subject to downward adjustment) and other agents to offer otherwise on terms and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons conditions set forth in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investorWarrant. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has Warrant being subscribed for and a fully executed copy issued under this Subscription Agreement as well as the shares of this Agreement. If the Offering is oversubscribed, or for common stock issuable upon any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion exercise of the Shares and Warrant are collectively referred to herein as the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest“Securities”.
(c) The By executing this Subscription Agreement, Subscriber may not withdraw acknowledges that Subscriber has been provided all information requested in order for Subscriber to make an investment decision. It is a condition of the Company’s acceptance of this subscription that Subscriber sign the Subscription Agreement where indicated below. The purchase of the Shares involves significant risks, as more fully set forth in Section 5 of this Subscription Agreement.
(d) The closing of transactions herein contemplated (the “Closing”) shall be in the manner and at the earliest time mutually acceptable to the parties hereto (the “Closing Date”). The Closing shall take place on or before January 31, 2013 and occur at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York.
(e) In the event the sale of the Shares is not consummated for any amount paid pursuant theretoreason, this Subscription Agreement shall have no force or effect, except for Section 8 hereof, which shall remain in force and effect.
Appears in 2 contracts
Samples: Subscription Agreement (Laserlock Technologies Inc), Subscription Agreement (VerifyMe, Inc.)
Subscription. I (asometimes referred to herein as the "Investor") The undersigned subscriber hereby subscribe for and agree to purchase securities (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes "Securities") comprised of 10% Senior Secured Convertible Debentures (the "Notes") and Warrants to purchase from Gyrotron Technologycommon stock (the "Warrants") of ESYS Holdings, Inc., a Delaware corporation (the “"Company”) "), on the terms and conditions described herein (including the exhibits hereto, collectively referred to as the "Offering Documents"). The Minimum Offering is $2,500,000 and the Maximum Offering is $5,000,000. At the option of the Company, additional monies up to 20% of the Maximum Offering may also be accepted. The aggregate amount subscribed for hereby is $_______ units _____. I understand that a closing will not be held until the Minimum Offering is received and accepted by the Company and upon the closing of a share exchange transaction between the Company and shareholders of Perf-Go Green Inc. (the “Units”"Share Exchange") each consisting and that additional closings may be held at any time thereafter until the Termination Date (as defined below). The Notes have a term of (i) one share three years from the date of closing and carry an interest rate of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), annum. Notes may be converted into shares of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share 's Common Stock at an initial conversion price of common stock, par value $0.001 0.75 per share share. The obligations of the Company under the Notes shall be secured pursuant to the terms of the Security Agreement annexed hereto as Exhibit C (each, the "Security Agreement"). The Warrants shall be exercisable for a “Common Share”), expiring no later than March 31, 2016 with period of five years at an exercise price of $1.00 per share. Warrants shall be convertible into that number of shares of Common Share, at a price Stock equal to 100% of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofshares issuable upon conversion of the Notes. The form holders of Certificate the shares of Designation (“COD”) for Common Stock issuable upon conversion of the Series B1 Preferred Stock, Notes and the Warrant Agreement for exercise of the Warrants are attached shall be entitled to certain registration rights pursuant to the terms of the Registration Rights Agreement annexed hereto as Exhibit B D. I understand and C respectively and all references to their terms are acknowledge that the foregoing summary of the Offering Documents is qualified in their its entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsDocuments annexed hereto.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (PERF Go-Green Holdings, Inc)
Subscription. (a) 1.1 The undersigned subscriber Purchasers (the each a “SubscriberPurchaser”), intending to be legally bound, ) hereby irrevocably subscribes subscribe for and agree to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (on the “Warrants”), each to acquire one share of common stock, par value $0.001 per share basis of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, representations and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning set forth herein, the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that (each a "Unit"), at the Company may offer and/or sell is at price of US $1.00 per Unit (the "Subscription Proceeds") set forth opposite the name and signature of the Purchaser on a counterpart signature page to this Agreement (such subscription and agreement to purchase being the "Subscription").
1.2 Each Unit will consist of:
(a) Two shares of the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.common stock; and
(b) The Subscriber is delivering (i) two executed copies One Warrant to purchase an additional share of the signature page Company’s common stock at a price of this Agreement $1.00 per share (including the “Warrant,” a copy of which is attached as Exhibit AB). Subject to adjustment in accordance with its terms, the Warrant shall be exercisable at $1.00 per share and (ii) shall expire on December 31, 2007. The Units, Shares, Warrants and Warrant Shares may hereinafter be referred to as the subscription payment, in the form of:“Securities”.
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions 1.3 Subject to the terms hereof, the Subscription will be effective upon its acceptance by the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or The Purchaser acknowledges that the offering of the Units (zthe "Offering") contemplated hereby is part of a private placement of up to US $1,000,000, to be conducted on a “best efforts” basis. All funds from this subscription which are accepted by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted shall be immediately available for use by the Company, and there is no assurance that the Company will receive subscriptions for the full amount being offered.
1.4 Subject to the terms and conditions set forth in whole or in part, then, as soon as practicable following the acceptanceSection of this Agreement, the Company will deliver agrees to use commercially reasonable efforts to file, on or before the Subscriber date (the “Filing Date”) that is ninety (90) days after the Closing Date, a certificate representing registration statement on Form SB-2 (the Shares “Registration Statement”) with the United States Securities and Exchange Commission (the Warrants that “SEC”), to register the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretionShares, the Company may determine to accept a subscription for only a portion shares of common stock issuable upon the exercise of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the SubscriberWarrants, and the balance shares of the purchase price will be repaid common stock held by or issuable upon exercise of any derivative securities issued to the Subscriber without interestplacement agents of this Agreement for resale pursuant to the Securities Act of 1933, as amended (the “1933 Act”).
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technologyi2 Telecom, Inc., a Delaware Washington corporation (the “Company”) _______ units ), the number of shares (the “UnitsShares”) each consisting of (i) one share of 10% Series F Convertible Redeemable Series B1 Preferred Stock, no par value $0.001 per Share share (the “Series B1 F Preferred Stock”), of the Company, and at a purchase price of $1,000 per Share. For each Share purchased by Subscriber, the Company will issue to Subscriber, for no additional consideration, a warrant to purchase 5,714 shares of common stock, no par value, of the Company (ii) fifty warrants the “Common Stock”), which Warrant will be in substantially the form of Exhibit A attached hereto (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share . The rights and preferences of the Company (eachSeries F Preferred Stock are set forth in the Certificate of Designations of Rights and Preferences of Series F Convertible Preferred Stock of the Company, a “Common Share”), expiring no later than March 31, 2016 with an exercise price copy of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are which is attached hereto as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsCertificate of Designations”). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units up to $8,000,000 of Series F Preferred Stock and Warrants being conducted by the Company (the “Offering”). In addition, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at engage one or more placement agents to assist the Company’s discretionCompany in selling the Series F Preferred Stock and Warrants in the Offering, in which event, the Company may compensate any such placement agents in cash (not to exceed seven percent (7%)) of the dollar amount placed by such placement agent in the Offering and warrants to purchase up to seven percent (7%) of the Series F Preferred Stock and Warrants placed by such placement agent in the Offering.
1.3 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The Company may use broker-dealers and other agents to offer and sell hold an initial closing of the Units, and/or finders identify and introduce potential subscribers to Offering (the “Initial Closing”) at any time designated by the Company. Compensation The date of the Initial Closing is hereinafter referred to as the “Initial Closing Date.” The Company may hold additional interim closings after the Initial Closing provided that the terms of the Offering are the same for each closing. Any such interim closings are each hereinafter referred to as an “Additional Closing” and shall occur on one or more dates each hereinafter referred to as an “Additional Closing Date.” The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a “Closing Date.” The last Closing is sometimes referred to herein as the “Final Closing.” Upon receipt by the Company of the requisite payment for all shares of Series F Preferred Stock to be paid purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to these persons the satisfaction of certain conditions, the Series F Preferred Stock and Warrants so purchased will be issued in the amount name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such shares of Series F Preferred Stock and Warrants. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the shares of Series F Preferred Stock so purchased as well as a Warrant for the corresponding number of Warrants allocable to such holder.
1.4 Subscriber hereby agrees to be bound hereby upon (i) up to 6% of the gross proceeds execution and delivery to the Company of the Units that they have placed, signature page to be paid in cash and/or in Units, this Agreement and (ii) up to 4% of written acceptance on the number of Warrants purchased hereunder Initial Closing Date or an Additional Closing Date, as part of the Units. in additional Warrants The Company case may terminate the Offering at any time without prior notice. Alsobe, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but by the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this Subscriber’s subscription, it will do so promptly following its receipt and will return which shall be confirmed by faxing to the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior signature page to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two has been executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, (the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement“Subscription”). In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.5490018v.2 1
Appears in 1 contract
Samples: Subscription Agreement (I2 Telecom International Inc)
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “SubscriberShares”)) of the Company’s common stock, intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation $0.001 par value per share (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Common Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-220550 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus contained in the Registration Statement (the “Prospectus”), however, is subject to change. A final Prospectus and/or Prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by MDB Capital Group, LLC (“MDB”) and Feltl and Company, Inc. (the “Underwriters”) as underwriters on a “best efforts” basis and are not required to sell any specific number or dollar amount of the shares of Common Stock offered by the Prospectus, but will use their best efforts to sell such shares. The Company does not intend to close this offering unless it sells at least a minimum number of 5,333,334 shares of Common Stock, at the price per share set forth on the cover page of the Prospectus. This offering will terminate on , 2018 (30 days after the date of the final Prospectus), unless the Company sells the maximum number of shares of Common Stock set forth on the cover page of the Prospectus before that date, or decides to terminate this offering prior to that date, or agrees with MDB to extend for up to 60 days beyond such date. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing: (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company shall cause the Shares to be delivered to the Investor (each, a “Common Share”), expiring no later than March 31, 2016 A) through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The form Each of Certificate of Designation the Underwriters and any participating broker dealers (the “CODMembers”) shall confirm, via the underwriting agreement with the Company, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the Series B1 Preferred Stocktermination date set forth in the Registration Statement, and all funds deposited in the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references escrow account will be returned to their terms are qualified in their entirety by reference to said exhibits. This subscription is made investors promptly in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, escrow agreement and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsapplicable law.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. Subject to the terms and conditions of this Subscription Agreement, on the date of the Closing referred to in Section 4 hereof, each Investor severally (awhich means for purposes of this Subscription Agreement severally and not jointly and severally) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to shall purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company shall issue and sell to such Investor, such Investor’s Pro Rata Share (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page to this Subscription Agreement executed by such Investor) of the number of shares of Common Stock determined below (the “Securities”) for such Investor’s Pro Rata Share of the aggregate purchase price of $12,000,000 payable collectively by the Investors (subject to adjustment as described below. the “Aggregate Purchase Price”), which is payable as described in Section 5 hereof. The form of Certificate of Designation (“COD”) price per share payable for the Series B1 Preferred StockSecurities shall equal the gross public offering price per share at which the Company sells a share of Common Stock in connection with the public offering consummated in connection with the Equity Raise or if no public offering 2 is consummated the lowest price per share at which the Company issues or sells a share of Common Stock in connection with the Equity Raise (such price per share, the “Applicable Price Per Share”). The aggregate number of Securities issued to the Investors pursuant to this Subscription Agreement shall equal the lower of (A) the quotient of the Aggregate Purchase Price divided by the Applicable Price Per Share and (B) the number of Securities representing 4.9% of the Company’s outstanding Common Stock (taking into account the concurrent issuance of the shares of Common Stock pursuant to the Equity Raise and the Exchange Transaction), and if the Warrant Agreement 4.9% cap applies, the Aggregate Purchase Price shall be reduced prior to the issuance of the Securities by an amount necessary to avoid issuing Securities to the Investors in excess of the 4.9% cap. To the extent that the Company issues or sells any Common Stock under the Equity Raise with any material terms (including price per share but excluding for the Warrants this purpose, any lock-up provisions) that are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject superior for an investor to the terms and conditions of this Subscription Agreement with respect to the Investors, each Investor severally shall be entitled to receive such terms in connection with this Subscription Agreement. Each Investor severally acknowledges that the Securities will be subject to restrictions on transfer as described in this Subscription Agreement (this “Agreement”) . Each Investor severally and any other documents concerning the Company acknowledge and agree that have been furnished (a) except as set forth in this Subscription Agreement, this subscription is irrevocable and (b) this subscription is subject to (i) (A) the satisfaction of all conditions precedent to the Subscriber concerning consummation of the Offering Exchange Transaction, (B) the “Other Offer Documents”). The Shares that are contemporaneous closing of the subject Exchange Transaction, including the Company’s receipt of this Agreement are part at least $156.0 million in total value in connection with (and in accordance with) the Equity Raise, (C) the contemporaneous cash investment of an offering of Units at least $8 million by Xxxxxx Xxxxxx pursuant to a subscription agreement to be consummated at the Closing, (D) the execution and delivery by the Company and the Investors of a registration rights agreement reasonably acceptable to the Investors requiring the Company to register the Securities for resale or distribution and pursuant to which the Company will use best efforts to cause the effectiveness of a shelf resale registration statement with respect to the Securities and to cause such registration statement to remain effective for the later of two years and the date when the shares are freely tradeable under Rule 144, within 90 days following the Closing or, if earlier, the day preceding the expiration of the Lock-up Period (the “Offering”as defined below), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at (E) the Company’s discretion. The Company may use broker-dealers receipt of the requisite shareholder approvals required by the NYSE American for the issuance of the Common Stock in the Exchange Transaction and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers Equity Raise to the Company. Compensation may be paid to these persons extent required, (F) the accuracy of the representations and warranties of the Company in the amount of Exchange Agreement and in this Subscription Agreement, and (iG) up to 6% of the gross proceeds to execution and delivery by the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at such other documents reasonably requested by any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A)Investor, and (ii) the Company’s acceptance of this subscription payment, in pursuant to Section 3 hereof. Each Investor severally and the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions Company agree that if the conditions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 Closing are not satisfied on or (z) by agreeing prior to accept Units for funds previously advanced to May 31, 2018, such Investor severally and the Company or other amounts due Subscriber from Company. If shall have the 3 right to revoke this subscription is accepted by Subscription Agreement and terminate the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of obligations under this Subscription Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Exchange Agreement
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ Investor units (the “Units”) for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the purchase price per Unit, each consisting as set forth on the signature page hereto. Each Unit consists of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”) and (ii) a warrant (the “Warrants”) to purchase one half share of Common Stock. The Purchase Price is set forth on the signature page hereto. The Shares (included in the Units being bought by the Investor hereunder) have been registered on a Registration Statement on Form S-1, Registration No. 333-193053 (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Brean Capital, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After the execution of this Agreement but prior to the Closing Date, the Investor shall pay the Purchase Price by either (i) wire transfer of immediately available funds to the bank account maintained by Continental Stock Transfer & Trust per wire instructions as provided by the Company and the Placement Agent or (ii) by check payable to Continental Stock Transfer & Trust and delivered to Continental Stock Transfer & Trust, CST&T AAF CytoSorbents Corporation Escrow Account, 10 Xxxxxxx Xxxxx, Xxx Xxxx, XX 00000. Upon satisfaction or waiver of all the conditions to closing set forth in the placement agent agreement, at the Closing, (i) the escrow agent shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) fifty warrants (the “Warrants”), each Company shall cause the Shares and Warrants to acquire one share of common stock, par value $0.001 per share be delivered to the Investor with the delivery of the Company (each, a “Common Share”), expiring no later than March 31, 2016 Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page hereof. The form of Certificate of Designation attached hereto under the heading “DWAC Instructions” (“COD”) for the Series B1 Preferred Stockor, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units if requested by the Company (the “Offering”), Investor on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page hereto, through the physical delivery of this Agreement (including Exhibit A), and (ii) certificates evidencing the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions Shares to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Noresidential or business address indicated thereon).: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. 1.1 In reliance upon the warranties, representations and covenants set forth in the paragraphs below, you have applied for the allotment and issue to you pursuant to Regulation S (a"Regulation S") The undersigned subscriber under the United States Securities Act of 1933, as amended (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation "US Securities Act") of [ ] Shares (the “"Subscription Shares") in Elcom International, Inc. ("Elcom" or the "Company”") _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 1.75p per Unit, plus accrued dividends, if any; all as Subscription Share (the "Subscription Price") on and subject to the terms set forth on the signature page hereof. out in this letter.
1.2 The form of Certificate of Designation (“COD”) subscription for the Series B1 Preferred StockSubscription Shares by you shall be made conditional upon the admission ("Admission") of such shares to AIM, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety a market operated by reference to said exhibits. This subscription is made London Stock Exchange plc ("AIM"), becoming effective in accordance with and the rules for AIM ("AIM Rules") published by London Stock Exchange.
1.3 The Subscription Shares will be issued credited as fully paid subject to the terms and conditions described of the certificate of incorporation and by-laws of Elcom and the terms of this letter and on issue will rank pari passu in all respects with the existing issued shares of common stock in the capital of the Company.
1.4 You represent and warrant to us that in agreeing to subscribe for the Subscription Shares you have relied only on publicly available information relating to Elcom and that you have not relied on any warranty or representation made by Elcom, or any of its directors, employees, agents or advisers save for any given in this letter.
1.5 Application will be made no later than 30 October 2006 for the Subscription Agreement (this “Agreement”) Shares to be admitted to AIM. It is expected that Admission will become effective no later than 3 November 2006.
1.6 You agree that, without us having any liability to you we may, in our absolute discretion, exercise the right to terminate the Subscription without consulting you. If Admission has not become effective on or before 8.00 a.m. on 24 November 2006 your rights and obligations hereunder will cease and determine at such time, and any other documents concerning the Company that have been furnished moneys transferred to the Subscriber concerning the Offering Smith & Williamson Investment Management Limited (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents "SWIM") pursuant to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants paragraph 3.1 in respect of all subscriptions accepted prior the Xxxscrxxxxxx xxll be returned to you, without interest, and no claims may be made against us in respect thereof following receipt by you of such termination. If monies in cleared funds.
1.7 In sending this subscription letter we are relying on your being either an "investment professional" within the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as meaning of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery Article 19(5) of the Subscriber’s Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or a company of a kind described in Article 49(2) of xxxx Xxder or a person to whom this subscription payment, letter may otherwise be sent lawfully without infringing the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount general restriction set out in section 21 of the dividends accrued through the date of delivery of the subscription paymentFinancial Services and Markets Act 2000 ("FSMA"). For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company It is relying further sent on the representations made by understanding that you acknowledge for the Subscriber in this Agreement purposes xx XXXX that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and canpast performance is not be transferred except as permitted under these lawsa guide to future performance.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “CompanyShares”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of Class A common stock, par value $0.001 0.01 per share of the Company (each, a “Common ShareStock”), expiring no later than March 31and (ii) a Warrant, 2016 in substantially the form delivered to the Investor herewith, to purchase such number of shares of Common Stock (the “Warrants”) of the Company, set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares”.
(b) The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-150340, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof.
(c) ON JULY 22, 2009 (THE “CLOSING DATE”), THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND WARRANTS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY: Account: Wave Systems Corp HSBC Bank 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Bank ABA/Routing # 000000000 US Govt MM Fund: 610185055 Such funds shall be delivered unless (i) the Placement Agency Agreement (the “Placement Agreement”) between the Company and the placement agent engaged by the Company in connection with an exercise the sale and issuance of the Shares and Warrants (the “Placement Agent”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all for the Shares and Warrant being purchased hereunder as set forth on the signature page page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened, and (iv) there being no objections raised by the staff of the NASDAQ Stock Market to the consummation of the sale without the approval of the Company’s stockholders. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of the Shares and Warrants that they have agreed to purchase from the Company. The Company shall issue a press release announcing the Transaction prior to 9:30am Eastern Time on the business day immediately following the date hereof. The form Placement Agent shall have no rights in or to any of Certificate the funds, except in respect of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The obligation to pay the Placement Agent’s fees.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE.
(e) On the Closing Date, the Company may use broker-dealers and other agents shall deliver to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of Investor (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and via the Warrants are being issued pursuant to Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system via the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying DTC instructions set forth on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), hereto and (ii) the subscription paymentWarrants in physical, in the certificated form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 address set forth on the signature page hereto, such Shares and Warrants to be registered in such name or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted names as designated by the Company, in whole or in part, then, as soon as practicable following Investor on the acceptance, the Company will deliver to the Subscriber a certificate representing the signature page hereto. The Shares and the Warrants that the Subscriber has subscribed for shall be unlegended and a fully executed copy free of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestresale restrictions.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) contained herein, the Purchaser hereby agrees to purchase from the Company, and any other documents concerning the Company that have been furnished hereby agrees to issue and sell to the Subscriber concerning Purchaser, a certain number of shares of the Offering Company's Common Stock (the “Other Offer Documents”"Common Stock"). The Shares that are the subject , and warrants to purchase additional shares of this Agreement are part of an offering of Units by the Company Common Stock (the “Offering”Common Stock and warrants referred to as the "Securities"), on a best efforts basis. There are 80,000 shares for an aggregate purchase price of Series B1 Preferred Stock authorizedup to $1,000,000 (the "Purchase Price"). The number of Units that shares issuable to Purchaser (the Company may offer and/or sell "Applicable Number") will equal the Purchase Price, divided by the lesser of:
(a) $0.12, or
(b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days prior to the date on which the registration statement (as described in the Registration Rights Agreement) is at declared effective (the Company’s discretionlesser of (a) and (b) being hereinafter referred to as the "Fixed Price"). Purchaser will be issued Warrants (hereinafter "Warrants") exercisable into such number of shares of Common Stock as is equal to 100% of the Purchase Price paid by Purchaser, divided by the Fixed Price. The Company may use brokerCommon Stock into which the Warrants are exercisable will have piggyback registration rights, and the Warrants will be transferable. Unexercised Warrants will expire December 31, 2008 ("Warrant Expiration Date"). 50% of the Warrants will be exercisable into Common Stock at a per share price equal to 110% of the lesser of (a) $0.12; or (b) fifty-dealers and other agents to offer and sell two percent (52%) of the Units, and/or finders identify and introduce potential subscribers average closing bid price for Common Stock on the five trading days immediately prior to the Companyfiling with the Securities and Exchange Commission of the Registration Statement. Compensation may The remaining 50% of the Warrants will be paid exercisable into Common Stock at a per share price equal to these persons 150% of the lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days immediately prior to the filing with the Securities and Exchange Commission of the Registration Statement. The $1,000,000 Purchase Price will be payable by Purchaser, in two traunches. The first traunche will be in the amount of (i) up $500,000 and shall occur no later than August 13, 2004. The second traunche will be an amount equal to 6% $500,000 and shall occur within 5 days of the gross proceeds date on which the registration statement registering the Securities is declared effective. The Purchaser will receive at each Closing a flat non-accountable expense allowance of $10,000 to cover legal, escrow fees and miscellaneous costs. At the Company election of the Units that they have placedPurchaser, to be paid in cash and/or in Unitsor its designees, and (ii) up to 4% any or all of the number of Warrants purchased hereunder as part of the Units. foregoing compensation and expense allowances can be taken in additional Warrants The Company may terminate the Offering at any time without prior notice. Alsokind, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from same terms and conditions as that of an investment herein, for a like amount. The Purchaser or its designee shall also be entitled to a commission of 5% of any and all amounts received, directly or indirectly, by the registration requirements Company and/or its principals as a consequence of a merger, license or any other similar arrangement or remuneration as a consequence of the Securities Actefforts of Nutmeg or its designee or agent. All references to the "Company" shall include associates, provided by Section 4(2) and any individual, corporation, organization, firm or company, of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and which the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A)a member, and (ii) the subscription paymentemployee, in the form of:
(x) a check payable to “Gyrotron Technologyprincipal, Inc.” party to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretionfrom which such it would otherwise benefit financially, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdirectly or indirectly.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (Nanobac Pharmaceuticals Inc)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription paymentpayment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase the number of shares (the “Shares”) of the Company’s Series A preferred stock, par value $.001 per share (“Series A Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations in the form of Exhibit A hereto (the “Certificate of Designations”), set forth on the signature page hereto from Gyrotron Technology, Inc.BioPharmX Corporation, a Delaware corporation (the “Company”) _______ units for the purchase price of $1.85 per share in connection with the Company’s offering of up to $8,000,000 in Series A Preferred Stock together with the right to receive warrants for no additional consideration (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred StockOffering”), in the form of Exhibit B hereto, granting subscriber the Company, and (ii) fifty warrants (the “Warrants”), each right to acquire one share purchase a number of shares of common stock, par value $0.001 .001 per share share, of the Company (each, a the “Common ShareStock”) equal to fifty percent (50%) of the number of shares of Common Stock into which the Shares are convertible (such warrants, the “Warrants;” together with the Series A Preferred Stock, the “Securities”). The Warrants will have an initial exercise price equal to $3.70 per share and shall be exercisable for a three (3) year period. In addition, the Shares and shares issuable upon exercise of the Warrants (the “Warrant Shares”) shall have the registration rights as provided in Section 4 hereof. In addition, Subscriber agrees to enter into the Investor Rights Agreement (the “Investor Rights Agreement”), expiring no later in the form of Exhibit C hereto, granting the Subscriber additional rights from the Company and certain of its shareholders. This Subscription Agreement and the Investor Rights Agreement (the “Subscription Agreement”) together with the Exhibits and Schedules thereto constitute the “Offering Documents.” This subscription is based solely upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to the following documents: (i) the Subscription Agreement, and (ii) the Accredited Investor Questionnaire. The Offering may be consummated at more than March 31one closing to occur on a date as may be determined by the Company. Each such closing is referred to as a “Closing” and the date of each such Closing is referred to as the “Closing Date.” A final Closing shall be held by the Company on or before September 30, 2016 2014”), which can be extended up to October 15, 2014 by the Company’s board of directors (the “Final Closing Date”). At each Closing with an exercise price respect to the Shares subscribed for hereby and accepted by the Company, the Company shall deliver to the Subscriber, the stock certificate for the Shares and the Warrants certificate. If the Company does not accept this subscription, in whole or in part, it will promptly refund to the Subscriber, without deduction therefrom, any subscription payment received from the Subscriber for the Shares, the subscription for which was not accepted by the Company.
(b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Shares from the Company set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of when this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted and executed by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver agrees to the Subscriber a certificate representing the issue such Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase . The subscription price will be repaid is payable by wire transfer pursuant to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.following wire instructions. Account #: ABA Routing #: SWIFT: Account Title:
Appears in 1 contract
Subscription. (a1) The undersigned subscriber Subject to the conditions to closing set forth herein, each Purchaser hereby irrevocably subscribes for and agrees to purchase a Note for the aggregate Subscription Amount set forth opposite such Purchaser’s name on the signature pages hereto (the “SubscriberSubscription Amount”), intending to . The Note shall be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation convertible into equity securities of the Company (the “CompanyConversion Shares”) _______ units as provided in the Note. Each Note and the Conversion Shares are collectively referred to as the “Securities”.
(2) As soon as possible after the date hereof, the Company shall hold the initial closing of the Offering (the “UnitsInitial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.
(3) After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to an aggregate of $1,500,000 in additional Notes to one or more purchasers (the “Additional Purchasers”) each consisting approved by the Company and acceptable to the Purchasers holding at least a majority of the then-outstanding Notes; provided that (i) one share such subsequent sale is consummated on or prior to January 31, 2015, and (b) each Additional Purchaser shall become a party to this Agreement, the Note and the Subordination Agreement by executing and delivering a counterpart signature page to each of 10% Convertible Redeemable Series B1 Preferred Stockthis Agreement, par value $0.001 per Share the Note and the Subordination Agreement.
(4) Prior to the “Series B1 Preferred Stock”)applicable Closing, each Purchaser shall deliver the applicable Subscription Amount by check payable to the escrow account set forth on Schedule A or by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (5) below.
(5) All payments for the Subscription Amount made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. Any interest earned on such payments shall revert back to the escrow agent and shall be used to offset the escrow account fees. Payments for the Subscription Amount made by the Purchasers will be returned promptly, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason.
(6) Upon receipt by the Company of the Companyrequisite payment for a Note to be purchased by a Purchaser, the Company shall, at the Closing: (i) issue and deliver to the Purchaser a Note in favor of the Purchaser in a principal amount equal to the Purchaser’s Subscription Amount, and (ii) fifty warrants (deliver to the “Warrants”), each Purchaser certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of Closing relating to acquire one share of common stock, par value $0.001 per share the Note subscribed for pursuant to this Agreement as though made on and as of the Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date).
(7) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the such Purchaser’s signed counterpart signature page hereofto this Agreement unless and until the Company shall reject the subscription being made hereby by such Purchaser.
(8) Each Purchaser agrees that the Company may reduce such Purchaser’s Subscription Amount without any prior notice or further consent by such Purchaser. The form If such a reduction occurs, the part of Certificate the Subscription Amount attributable to the reduction shall be promptly returned, without interest or deduction.
(9) Each Purchaser acknowledges and agrees that the purchase of Designation (“COD”) for a Note by such Purchaser pursuant to the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription Offering is made in accordance with and subject to all the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed set forth in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Unsecured Convertible Promissory Note Purchase Agreement (Transgenomic Inc)
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Subscriber”"Shares") of convertible preferred stock (the "Preferred Shares"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of Onny Investment Ltd., a Delaware British Virgin Islands corporation (the “"Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”"), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth indicated on the signature page hereofattached hereto at the purchase price set forth on such signature page (the "Purchase Price"). The form Subscriber has made payment by wire transfer of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made funds in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to in the full amount of the Purchase Price of the Preferred Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer Documents”"Payment"). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units Preferred Shares being conducted by the Company (the “"Offering”"). Under the terms of the Offering, the Company seeks to raise $5 million (USD) (proceeds from the Offering being referred to herein as the "Gross Offering Proceeds") based on an Offering price of $500 per share, which represents 25.2% of the equity ownership in the Company. As soon as reasonably practicable following the closing of the Offering, such Preferred Shares shall be converted on a best efforts basis. There are 80,000 one for one basis into shares of Series B1 Preferred Stock authorizedthe Company's common capital stock and then exchanged for shares of the common stock (the "Public Company Shares") of a US domiciled company that is obligated to file periodic reports with the US Securities and Exchange Commission and whose shares are eligible for quotation on the NASD Over-the Counter Bulletin Board (the "Public Company") upon the closing of a stock exchange transaction (the "Exchange Transaction") between the Company and the Public Company. Upon consummation of the Exchange Transaction, it is anticipated that Subscribers in the Offering will own 20 % of the issued and outstanding common stock of the Public Company. The number Subscribers and the Company acknowledge and agree that immediately after the consummation of Units the Exchange Transaction, the Public Company shall issue to Ms. Heung Mei Tsui (a shareholder of the Company) an additional 4,000,000 xxxxxx of the Public Company Stock (the "Post Closing Shares") to which she would otherwise have been entitled under the Exchange Transaction.
1.3 The Company agrees that neither it nor the Public Company shall undertake any other financings (other than acquisitions utilizing capital stock of the Company or the Public Company, it being understood that the shares issuable in such transaction shall not be registered until the Registration Statement is deemed effective by the SEC) involving Equity Common Shares (as defined below) on terms more favorable than those in the Offering until thirty (30) days after the effectiveness of the Registration Statement (as that term is defined below) covering all of the Public Company may offer and/or sell is at Shares, without the Company’s discretionprior written approval of the holders of a majority of the holders of the Public Company Shares. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Public Company may terminate complete a financing on terms that are less favorable than those in the Offering at any time without prior notice. Also, the Company, in its sole their discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment; however, the Company will withhold from acknowledges that the dividend payments otherwise payable to a Subscriber Equity Common Shares sold in such an offering can not be registered for resale until after the amount date the Registration Statement is declared effective by the SEC. The term "Equity Common Shares" as used herein shall mean all capital stock of the dividends accrued through Company or the date of delivery Public Company, plus all rights, warrants, options, convertible preferred shares, indebtedness, exchangeable securities or other rights, exercisable for or convertible into, directly or indirectly, capital stock of the subscription paymentCompany or the Public Company. For Notwithstanding the avoidance of doubtabove, for payments received prior to the filing "Equity Common Shares" shall not include any common shares of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being Public Company issued pursuant to the exemption from the registration requirements any incentive or stock option plan of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Public Company is relying on the representations made approved by the Subscriber in this Agreement that shareholders or the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes board of directors of the United States securities laws and cannot be transferred except as permitted under these lawsPublic Company.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) contained herein, the Purchaser hereby agrees to purchase from the Company, and any other documents concerning the Company that have been furnished hereby agrees to issue and sell to the Subscriber concerning Purchaser, a certain number of shares of the Offering Company's Common Stock (the “Other Offer Documents”"Common Stock"). The Shares that are the subject , and warrants to purchase additional shares of this Agreement are part of an offering of Units by the Company Common Stock (the “Offering”Common Stock and warrants referred to as the "Securities"), on a best efforts basis. There are 80,000 shares for an aggregate purchase price of Series B1 Preferred Stock authorizedup to $1,750,000 (the "Purchase Price"). The number of Units that shares issuable to Nutmeg (the Company may offer and/or sell is at "Applicable Number") will equal the Company’s discretion. The Company may use brokerPurchase Price by Nutmeg, divided by the lesser of:
(a) $.20, or
(b) fifty-dealers and other agents seven percent (57%) of the average closing bid price for Common Stock on the two trading days immediately prior to offer and sell Closing of such traunche, or
(c) fifty-seven percent (57%) of the Units, and/or finders identify and introduce potential subscribers average closing bid price for Common Stock on the two trading days immediately prior to the Company. Compensation may be paid to these persons date on which the registration statement (as described in the amount Registration Rights Agreement) is declared effective, (the lesser of (ia), (b) up and (c) being hereinafter referred to 6as the "Fixed Price"). Purchaser will be issued Warrants (hereinafter "Warrants") exercisable into such number of shares of Common Stock as is equal to 50% of the gross proceeds Purchase Price paid by Nutmeg, divided by the Fixed Price. The Common Stock into which the Warrants are exercisable will have piggyback registration rights, and the Warrants will be transferable. Unexercised Warrants will expire December 31, 2008 ("Warrant Expiration Date"). Warrants will be exercisable into Common Stock at a price equal to the Company 125% of fifty-seven percent (57%) of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of average closing bid price for Common Stock on the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received two trading days immediately prior to the filing with the Securities and Exchange Commission of the CODregistration statement (as described in the Registration Rights Agreement). The $1,750,000 Purchase Price will be payable by Purchaser, dividends accruing pro forma in three traunches. The first traunche will be a minimum of $400,000 and shall occur no later than May 20, 2004. The second traunche will be an amount equal to $1,000,000 minus the amount of funds received from the first traunche and shall occur no later than June 4, 2004. The third traunche will be at the option of the Company for an amount of $750,000 and shall occur within 5 days of the date on which the registration statement registering the Securities is declared effective. Conditioned upon the Closing, Nutmeg will receive at each Closing: a fixed non-accountable allowance to cover due diligence expenses of receipt one percent (1%) of payment will the total amount raised pursuant to such Closing, plus a flat non-accountable expense allowance of $10,000 to cover legal, escrow fees and miscellaneous costs. At the election of Nutmeg, or its designees, any or all of the foregoing compensation and expense allowances can be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933taken in kind, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from same terms and conditions as that of an investment herein, for a like amount. Nutmeg or its designee shall also be entitled to a commission of 5% of any and all amounts received, directly or indirectly, by the registration requirements Company and/or its principals as a consequence of a merger, license or any other similar arrangement or remuneration as a consequence of the Securities Actefforts of Nutmeg or its designee or agent. All references to the "Company" shall include associates, provided by Section 4(2) and any individual, corporation, organization, firm or company, of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and which the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A)a member, and (ii) the subscription paymentemployee, in the form of:
(x) a check payable to “Gyrotron Technologyprincipal, Inc.” party to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretionfrom which such it would otherwise benefit financially, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdirectly or indirectly.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber Subject to the conditions set forth in this Subscription Agreement (this “Agreement”) and the Master Transaction Agreement (the “SubscriberMaster Transaction Agreement”) dated as of the date hereof between the undersigned and Liquidmetal Technologies, Inc., a Delaware corporation (the “Company”), the undersigned, intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of Company (i) one share an aggregate of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), 30,000,000 shares of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common ShareStock”), expiring no later than March 31, 2016 with an exercise at a subscription price of $1.00 0.10 per share, (ii) five-year warrants to purchase an additional 15,000,000 shares of Common Share, Stock at a price of $35.00 .22 per Unitshare (the “Warrants”) and (iii) a 6% Senior Secured Convertible Note in the principal amount of up to $2,000,000 (the “Note”). The Warrants shall be issued in the form attached hereto as Exhibit A and the Note shall be issued in the form attached hereto as Exhibit B. (The Common Stock, plus accrued dividendsthe Warrants and the Note to be purchased pursuant under this Agreement are collectively referred to herein as the “Securities.” This Agreement, if any; all the Warrants and the Note to be delivered to the undersigned are collectively referred to herein as set forth the “Transaction Documents.”) The Securities are to be purchased on the signature page hereof. The form of Certificate of Designation (“COD”) for dates, in the Series B1 Preferred Stockamounts, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Common Stock and Warrants shall be issued by the Company and purchased by the undersigned in two closings as follows: (i) two executed copies of on June 1, 2012 (the signature page of this Agreement (including Exhibit A“First Closing Date”), the undersigned shall purchase 20,000,000 shares of Common Stock for aggregate consideration of $2,000,000 and shall purchase a Warrant to purchase 11,250,000 shares of Common Stock for consideration of $100; and (ii) on June 28, 2012 (the subscription payment“Second Closing Date”), the undersigned shall purchase 10,000,000 shares of Common Stock for aggregate consideration of $1,000,000 and shall purchase a Warrant to purchase 3,750,000 shares of Common Stock for consideration of $100. (The First Closing Date and Second Closing Date are referred to collectively as the “Closing Dates” and individually as a “Closing Date.”) Notwithstanding anything in this Agreement to the contrary, the amount of consideration to be paid by the undersigned in connection with the First Closing Date shall be reduced by the amount of outstanding principal and accrued interest under the four Promissory Notes issued by the Company to the undersigned dated January 17, 2012 in the form of:
principal amount of $200,000, February 27, 2012 in the principal amount of $200,000, March 28, 2012 in the principal amount of $350,000 and April 25, 2012 in the principal amount of $300,000 (xthe “Promissory Notes”) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions and also reduced by the sum of $196,700 which is owed by the Company to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) undersigned with respect to currently outstanding invoices and, upon delivery by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by of the Company, applicable Securities on the First Closing date in whole or in part, then, as soon as practicable following accordance with the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy terms of this Agreement, such Promissory Notes and outstanding invoices shall be cancelled. If Notwithstanding anything in this Agreement to the Offering contrary, the undersigned’s obligation to purchase the shares of Common Stock and Warrant on the Second Closing Date is oversubscribed, or for any other reason determined conditioned on the termination of the “Apple Security Agreement” and the “Crucible Security Agreement” (as such terms are defined in the Note) and the release of all liens created by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares Apple Security Agreement and the Warrants for which the Subscriber has subscribed in this Crucible Security Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber Note shall be issued and delivered on June 1, 2012 and subject to the terms and conditions set forth in the Note, advances under the Note shall be made as follows: (i) an initial advance of up to $1,000,000.00 may be made on September 15, 2012 and (ii) a second advance of up to $1,000,000.00 may be made on November 15, 2012. (Such advance dates are referred to individually as an “Advance Date” and together as the “Advance Dates”).
(d) Except as provided in Section 1(b) above, the purchase price for the Common Stock and Warrants that are issued on each Closing Date shall be paid to the Company by wire transfer of immediately available funds in accordance with instructions provided by the Company to the undersigned against delivery by the Company to the undersigned of a stock certificate representing the Common Stock and the related Warrant purchased on such Closing Date, and advances under the Note on each Advance Date shall be paid to the Company by wire transfer of immediately available funds in accordance with instructions provided by the Company to the undersigned.
(e) Except as provided herein, the undersigned may not withdraw this subscription or any amount paid or advanced pursuant thereto. The undersigned understands that its purchase of the Securities is contingent upon the acceptance in writing of this Agreement by the Company.
Appears in 1 contract
Samples: Subscription Agreement (Liquidmetal Technologies Inc)
Subscription. Subject to the terms and conditions of this Subscription Agreement, on the date of the Closing referred to in Section 4 hereof, the Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, [NUMBER OF SHARES] shares of Common Stock (the “Securities”) for a price of $3.00 per share for the aggregate purchase price of $[PRICE] (the “Aggregate Purchase Price”), which is payable as described in Section 5 hereof [and subject to reduction as set forth below]1; provided, however, that to the extent that the Company issues or sells any Common Stock under the Equity Raise at a gross price lower than $3.00 per share, the Aggregate Purchase Price shall not change, but the price paid per share will equal the lowest gross price at which any such share of Common Stock is issued or sold, at or prior to the Closing, in connection with the Equity Raise and the number of Securities issued to the Investor shall equal (A) the number of Securities set forth above, multiplied by (B) the quotient of $3.00 divided by the lowest gross price at which any such share of Common Stock is issued or sold in connection with the Equity Raise. To the extent that the Company issues or sells any Common Stock, at or prior to the Closing, under the Equity Raise with any material terms [(excluding for this purpose, any lock-up provisions)]2 that are superior to the terms of this Subscription Agreement with respect to the Investor, the Investor shall be entitled to receive such terms in connection with this Subscription Agreement. The Investor acknowledges that the Securities will be subject to restrictions on transfer as described in this Subscription Agreement. The Investor and the Company acknowledge and agree that (a) The undersigned subscriber this subscription is irrevocable and (b) this subscription is subject to (i) (A) the “Subscriber”)satisfaction of all conditions precedent to the consummation of the Exchange Transaction and (B) the contemporaneous closing of the Exchange Transaction, intending including the Company’s receipt of at least $156.0 million in total value in connection with (and in accordance with) the Equity Raise and (ii) the Company’s acceptance of this subscription pursuant to Section 3 hereof. [Notwithstanding anything to the contrary contained herein or in the Exchange Agreement, the Investor may, but shall not be obligated to, reduce the amount of Common Stock required to be legally boundpurchased pursuant to this Subscription Agreement if the Company shall, hereby irrevocably subscribes pursuant to purchase from Gyrotron Technologythe Equity Raise, Inc., a Delaware corporation (have received commitments for purchases or issuances of Common Stock in an amount in excess of $156.0 million. Such reduction shall be in an amount up to the “Company”) amount of such excess as determined by the Investor in consultation with the Company.]3 ___________________ units (1 Only to be included in the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished executed by TRT Holdings, Inc. 2 Only to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons included in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placedSubscription Agreement executed by Xxxxxx Xxxxxx, Xxxxxxx Xxxxx and TRT Holdings, Inc. 3 Only to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment included in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided Subscription Agreement executed by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron TechnologyTRT Holdings, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyRenovoRx, Inc., a Delaware corporation (the “Company”) _______ ), the number of units of the Company (the “Units”) each consisting set forth on the signature page hereof at a purchase price per Unit equal to 90% of the lower of (i) the intraday VWAP on the Pricing Date, as calculated by the Placement Agent using information provided by Bloomberg LLP and (ii) the average of the VWAP for the thirty (30) Trading Days immediately prior to and including the Pricing Date; provided, however, that the purchase price per Unit payable by any Purchaser who is an officer, director or employee of the Company, or is a consultant who provides services to the Company, shall be equal to the sum of (a) the lower of (i) the Nasdaq Official Closing Price of the Common Stock (defined hereafter) (as reflected on Nxxxxx.xxx) immediately preceding the Pricing Date, or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nxxxxx.xxx) for the five (5) Trading Days immediately preceding the Pricing Date and (b) the value attributable by Nasdaq to the Warrant included in the Unit (the “Unit Price”). Each Unit shall consist of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock(each a “Share” and collectively, par value $0.001 per Share (the “Series B1 Preferred StockShares”), ) of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of ’s common stock, par value $0.001 0.0001 per share of (the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning (ii) one warrant to purchase one (1) share of Common Stock, in the Company that have been furnished to the Subscriber concerning the Offering form attached hereto as Exhibit A (a “Warrant” and collectively the “Other Offer DocumentsWarrants”). The Company will not issue Units to the Purchaser, but the Shares that are and Warrants shall be separable from the subject Units and the Purchaser will be issued the applicable number of this Agreement are part of an offering of Shares and Warrants included in the Units purchased by the Company Purchaser. The minimum investment is $50,000 (the “OfferingMinimum Investment Amount”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the or such lesser amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its sole discretion, . The Company is not required to give notice if it accepts a lesser amount; persons wishing to subscribe for less than the Company may determine to accept Minimum Investment Amount should inquire about the possibility. The Warrants will be exercisable for shares of Common Stock (the “Warrant Shares”) for a subscription for only a portion period of five (5) years after issuance at the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell Closing (as defined below) at an exercise price per share equal to the Subscriber, Unit Price. Any and the balance of the purchase price will all calculations under this Section 1 shall be repaid made to the Subscriber without interestnearest cent and/or rounded down to the nearest whole share, as the case may be.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) ______________ units (the “Units”) each consisting at a price per Unit of US$1.50 (i) one share such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share US$_______________ (the “Series B1 Preferred StockSubscription Proceeds”), .
1.2 Each Unit will consist of one common share in the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share capital of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole share purchase warrant, a “Warrant”) subject to adjustment. Each whole Warrant shall be transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Sharetwelve months commencing from the Closing (as defined hereafter), at a price per Warrant Share of $35.00 per UnitUS$2.00. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, Warrants and the Warrant Agreement Shares are referred to as the “Securities”.
1.3 After the Warrant Shares have been registered and qualified for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made resale in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion10.1, the Company may determine to accept a subscription for only a portion require holders of Warrants, at any time following the date that the closing bid price of the Shares and as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the “Closing Bid Price”) has averaged at or above US$2.50 for a period of twenty consecutive trading days, to exercise the Warrants for and acquire Warrant Shares at the applicable price per Warrant Share. The Warrants must be exercised within five (5) business days of receipt of notice from the Company, after which time the Subscriber has subscribed in this AgreementWarrants shall be cancelled if unexercised. In such a caseAs used herein, “Principal Market” shall mean The National Association of Securities Dealers Inc.'s OTC Bulletin Board, the Company will deliver Nasdaq SmallCap Market, or the portion American Stock Exchange. If the Common Shares are not traded on a Principal Market, the Closing Bid Price shall mean the reported Closing Bid Price for the Common Shares, as furnished by the National Association of Securities Dealers, Inc., for the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestapplicable periods.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eden Energy Corp)
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally bound, each Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofof such Purchaser hereto (the “Subscription Amount”). The form Securities to be issued to a Purchaser hereunder shall consist of Certificate (i) Shares in an amount equal to the quotient of Designation (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two and one half (2.5) (the “CODWarrant Fraction”) Shares purchased hereunder, rounded down to the nearest whole number. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing (as defined below) and provide notice to the Purchasers of such allocation.
(2) For purposes of this Agreement, the “Offering Price” shall be $1.47, which shall be the sum of (i) the price per Share to be paid by the Purchasers, which shall equal or exceed the last closing bid price of the Common Stock prior to the entering into of this Agreement, plus (ii) the price for the Series B1 Preferred Stock, and portion of the Warrant Agreement for relating to such Share to be paid by the Warrants are attached as Exhibit B and C respectively and all references Purchasers, which shall be $0.125 multiplied by the Warrant Fraction. The aggregate Offering Price to their terms are qualified in their entirety be paid by reference to said exhibits. This subscription is made in accordance with and subject a Purchaser shall be rounded up to the terms and conditions described in nearest whole cent.
(3) As soon as possible, but no later than three (3) business days after the date of this Subscription Agreement (this “Agreement”) and any other documents concerning , the Company that have been furnished to shall hold the Subscriber concerning closing of the Offering (the “Other Offer DocumentsClosing” and the date of the Closing, the “Closing Date”). The Shares that are Prior to the subject of this Agreement are part of an offering of Units Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum subscription amount required for the Closing.
(4) All payments for Securities made by the Company (Purchasers will be deposited as soon as practicable for the “Offering”)undersigned’s benefit in an escrow account. Payments for Securities made by the Purchasers will be returned promptly, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers prior to the Company. Compensation may be paid Closing, without interest or deduction, if, or to these persons in the amount of extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason.
(i5) up to 6% of the gross proceeds to Upon receipt by the Company of the Units that they have placed, requisite payment for all Securities to be paid in cash and/or in Unitspurchased by the Purchasers whose subscriptions are accepted, and the Company shall, at the Closing or immediately thereafter: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at the Closing under this Agreement; (ii) up issue to 4% each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (iii) deliver to the Purchasers and to Oxxxxxxxxxx & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all respects when made and are true and correct in all respects on the date of the number of Warrants purchased hereunder Closing relating to the Securities subscribed for pursuant to this Agreement as part though made on and as of the Units. Closing Date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iv) cause to be delivered to the Placement Agent and the Purchasers an opinion of Cxxxxx Godward LLP substantially in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent.
(6) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company, in its sole discretioncare of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser.
(7) Each Purchaser agrees that each of the Company and the Placement Agent may accept or reject this reduce such Purchaser’s subscription for with respect to the number of Shares and Warrants in whole to be purchased without any prior notice or in further consent by such Purchaser. If such a reduction occurs, the part for any reasonof the Subscription Amount attributable to the reduction shall be promptly returned, but without interest or deduction.
(8) Each Purchaser acknowledges and agrees that the Company will issue purchase of Shares and Warrants in respect of all subscriptions accepted prior to by such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued Purchaser pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by subject to all the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares terms and the Warrants for which the Subscriber has subscribed conditions set forth in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Genelabs Technologies Inc /Ca)
Subscription. I (asometimes referred to herein as the "Investor") The undersigned subscriber hereby subscribe for and agree to purchase securities (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes "Securities") comprised of 10% Senior Secured Convertible Debentures in substantially the form attached hereto as Exhibit A (the "Notes") and Warrants to purchase from Gyrotron Technologycommon stock in substantially the form attached hereto as Exhibit B (the "Warrants") of Perf-Go Green Holdings, Inc., a Delaware corporation (the “"Company”"), on the terms and conditions described herein (including the exhibits hereto, collectively referred to as the "Offering Documents"). The offering size (inclusive of previously accepted subscriptions) will be $5,000,000. At the option of the Company, additional monies up to 20% of the Maximum Offering may also be accepted. The aggregate amount subscribed for hereby is $_______ units _____. At the Closing, the Investor will pay $1,000 for each $1,000 of principal amount of the Notes and related Warrants. I understand that a closing will not be held until the Minimum Offering is received by the Company and upon the closing of a share exchange transaction between the Company and shareholders of Perf-Go Green Inc. (the “Units”"Share Exchange") each consisting and that additional closings may be held at any time thereafter until the Termination Date (as defined below). The Notes have a term of (i) one share three years from the date of closing and carry an interest rate of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), annum. Notes may be converted into shares of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share 's Common Stock at an initial conversion price of common stock, par value $0.001 0.75 per share (as converted, collectively, the "Conversion Shares"). The obligations of the Company under the Notes shall be secured pursuant to the terms of the Security Agreement annexed hereto as Exhibit C (each, the "Security Agreement"). The Warrants shall be exercisable for a “Common Share”), expiring no later than March 31, 2016 with period of five years at an exercise price of $1.00 per share. Warrants shall be convertible into that number of shares of Common ShareStock equal to 100% of the shares issuable upon conversion of the Notes (as exercised, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof"Warrant Shares"). The form holders of Certificate the shares of Designation (“COD”) for Common Stock issuable upon conversion of the Series B1 Preferred Stock, Notes and the Warrant Agreement for exercise of the Warrants are attached shall be entitled to certain registration rights pursuant to the terms of the Registration Rights Agreement annexed hereto as Exhibit B D. I understand and C respectively and all references to their terms are acknowledge that the foregoing summary of the Offering Documents is qualified in their its entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”)Documents annexed hereto. The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. AlsoNotes, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription paymentConversion Shares, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares Warrants and the Warrants Warrant Shares collectively are being issued pursuant referred to herein as the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws"Securities".
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (PERF Go-Green Holdings, Inc)
Subscription. (a) The undersigned subscriber person (the “SubscriberPurchaser”) named on the front of this subscription agreement (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyWorldwide Stages, Inc., a Delaware Tennessee corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share certain shareholders of the Company (each, a the “Common ShareSelling Shareholders”), expiring no later than March 31, 2016 with an exercise price the number of $1.00 per shares of the Company’s Class B Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Stock (the “Class B Stock”) set forth on the signature page hereoffront of this Subscription Agreement at a purchase price of $● (USD) per share and upon the terms and conditions herein. The form rights of Certificate of Designation the Class B Stock are as set forth in the Company’s Charter, which is an exhibit to the Offering Statement on Form 1-A (the “Offering Statement”) filed by the Company with the U.S Securities and Exchange Commission (“CODSEC”) for ), a copy of which the Series B1 Preferred Purchaser has received and read. The minimum subscription is $●, or ● shares of Common Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished , relating to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an exempt offering of Units by the Company and the Selling Shareholders named in the Offering Statement of up to 7,500,000 shares of the Class B Stock for maximum aggregate gross proceeds of $75,000,000 (the “Offering”). In the Offering, on a best efforts basisthe Company is offering up to 6,000,000 shares of the Class B Stock. The Selling Shareholders are offering up to 1,500,000 shares of the Securities. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that is no minimum required offering amount and the Company may offer and/or sell is at accept subscriptions until the Company’s discretiontermination of the Offering in accordance with its terms (the “Termination Date”). The Company may use broker-dealers elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). Upon the basis of the representations and other agents warranties, and subject to offer the terms and conditions, set forth herein, the Company agrees to issue and sell the Units, and/or finders identify and introduce potential subscribers Securities to the Company. Compensation may be paid to these persons in Purchaser on a Closing Date (the amount of “Closing”) for the aggregate purchase price set forth on the front page hereto (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTSubscription Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Buyer hereby irrevocably subscribes agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation the Company (1) the number of shares (the “Company”"Series G Preferred Shares") _______ units (the “Units”) each consisting of (i) one share of 10% Series G Convertible Redeemable Series B1 Preferred Stock, $.01 par value $0.001 per Share (the “"Series B1 G Preferred Stock”"), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stockthis Agreement, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to having the terms and conditions described as set forth in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to form of the Subscriber concerning Certificate of Designations of the Offering Series G Convertible Preferred Stock attached hereto as Annex I (the “Other Offer Documents”). The Shares that are the subject "Series G Certificate of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is Designations") at the Company’s discretion. The Company may use broker-dealers price per share and other agents to offer and sell for the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying aggregate purchase price set forth on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit Athe "Series G Purchase Price") and (2) the number of shares (the "Series H Preferred Shares") of Series H Convertible Preferred Stock, $.01 par value (the "Series H Preferred Stock"), of the Company set forth on the signature page of this Agreement, having the terms and conditions as set forth in the form of the Certificate of Designations of the Series H Convertible Preferred Stock attached hereto as Annex II (the "Series H Certificate of Designations") at the price per share and for the aggregate purchase price set forth on the signature page of this Agreement (the "Series H Purchase Price" and, when added to the Series G Purchase Price, the "Total Purchase Price"). In connection with the purchase of the Series G Preferred Shares and the Series H Preferred Shares by the Buyer, the Company shall issue to the Buyer, at the Closing (as defined herein) on the Closing Date (as defined herein), (A) Common Stock Purchase Warrants in the form attached hereto as Annex III (the "Warrants") to purchase a number of shares of Common Stock (subject to adjustment after issuance of the Warrants as provided in the Warrants) equal to the amount obtained by multiplying (i) the quotient obtained by dividing (x) the Total Purchase Price by (y) the average closing price of the Common Stock on the New York Stock Exchange (the "NYSE") for the ten consecutive trading days immediately prior to the Closing Date times (ii) the subscription payment, 0.15 and (B) Warrants in the form of:
attached hereto as Annex IV (xthe "BuyItNow Warrants") a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to purchase from the Company or other amounts due Subscriber from Company150,000 limited liability company common unit interests (the "BuyItNow Interests") in XxxXxXxx.xxx L.L.C., a Delaware limited liability company ("BuyItNow"). If this subscription is accepted by The Series G Preferred Stock and the Company, in whole or in part, then, Series H Preferred Stock are referred to herein collectively as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the "Preferred Stock." The Series G Preferred Shares and the Warrants that Series H Preferred Shares are referred to herein collectively as the Subscriber has subscribed for and a fully executed copy "Preferred Shares." The shares of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." The Warrant Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion shares of Common Stock issuable upon conversion of the Shares and the Warrants that the Company has agreed to sell to the SubscriberPreferred Shares, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.in each
Appears in 1 contract
Samples: Subscription Agreement (E4l Inc)
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally bound, each Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofof such Purchaser hereto (the “Subscription Amount”). The form Securities to be issued to a Purchaser hereunder shall consist of Certificate (i) Shares in an amount equal to the quotient of Designation (“COD”x) for the Series B1 Preferred StockSubscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every 2.85714 Shares purchased hereunder, rounded down to the Warrant Agreement for nearest whole number. The aggregate amount of Securities to be issued pursuant to the Offering shall not exceed 8,636,000 Shares and Warrants to purchase 3,022,600 shares of Common Stock. The Company shall allocate the Subscription Amount between the Shares and the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject prior to the terms and conditions described in this Subscription Agreement Closing (this “Agreement”as defined below) and any other documents concerning the Company that have been furnished provide notice to the Subscriber concerning Purchasers of such allocation.
(2) For purposes of this Agreement, the “Offering Price” shall be $2.50, which shall be the price per Share to be paid by the Purchasers.
(3) The Company shall use its commercially reasonable efforts to hold the closing of the Offering (the “Other Offer DocumentsClosing”). The Shares that are , and the subject date of the Closing, the “Closing Date”) within three (3) business days after the date of this Agreement are part of an offering of Units Agreement. Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. There is no minimum subscription amount required for the Closing.
(4) All payments for Securities made by the Company (Purchasers will be deposited as soon as practicable for the “Offering”)undersigned’s benefit in a non-interest bearing escrow account. Payments for Securities made by the Purchasers will be returned promptly, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents prior to offer and sell the Unitsan applicable Closing, and/or finders identify and introduce potential subscribers without interest or deduction, if, or to the Company. Compensation may be paid to these persons in the amount of extent, (i) up the undersigned’s subscription is rejected; (ii) the Offering is terminated for any reason; or (iii) upon request by the Purchaser, the Closing does not occur within five (5) business days after the date of this Agreement; provided, however, that the foregoing clause (iii) shall not relieve any Purchaser of any liability in the event the Closing does not occur within such five (5) business day period due to 6% the failure of the gross proceeds a Purchaser to deliver such Purchaser’s applicable Subscription Amount.
(5) Upon receipt by the Company of the Units that they have placed, requisite payment for all Securities to be paid purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) issue to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated based on the number of shares of Common Stock issued at such Closing and in cash and/or accordance with Paragraph (1) above; (iii) deliver to the Purchasers and to Xxxxxxxxxxx & Co. Inc., the placement agent for the Offering (the “Placement Agent”), a certificate stating that the representations and warranties made by the Company in UnitsSection C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of each such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); (iv) cause to be delivered to the Placement Agent and the Purchasers an opinion of Xxxxxx Xxxxxxx LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent; and (v) cause to be delivered to the Placement Agent and the Purchasers as of a date within five (5) days of the Closing Date evidence of the good standing and corporate existence of the Company and each of its subsidiaries issued in each case by the Delaware Secretary of State. Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be released to the Company from the escrow account until all of the items required to be delivered by the Company pursuant to this Paragraph (5) have been delivered in accordance with this Paragraph (5) and all other conditions to Closing set forth in this Agreement have been satisfied or waived. Upon satisfaction or waiver of all conditions to Closing set forth in this Agreement, funds may be released from the escrow account upon mutual written instructions of the Company and the Placement Agent.
(6) Each Purchaser acknowledges and agrees that (i) the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth in this Agreement; and (ii) up this Agreement shall be binding upon such Purchaser upon the execution and delivery to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretioncare of the Placement Agent, may accept or of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company shall reject this the subscription for being made hereby by such Purchaser. In the event the Company wishes to reduce a Purchaser’s subscription with respect to the number of Shares and Warrants in whole or in part for any reasonto be purchased, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery reduction shall constitute a rejection of the SubscriberPurchaser’s subscription payment, requiring the Company will withhold from the dividend payments otherwise payable Purchaser to resubmit a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signed counterpart signature page of this Agreement (including Exhibit A), and (ii) reflecting the subscription payment, lower Subscription Amount in the form of:
(x) a check payable event such Purchaser still wishes to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions participate in the Offering. The part of the original Subscription Amount attributable to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Noreduction shall be promptly returned, without interest or deduction.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cardium Therapeutics, Inc.)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) contained herein, the Purchaser hereby agrees to purchase from the Company, and any other documents concerning the Company that have been furnished hereby agrees to issue and sell to the Subscriber concerning the Offering Purchaser, shares (the “Other Offer Documents”"Shares") of the Company's Common Stock (the "Common Stock"), and warrants to purchase additional shares of Common Stock, for an aggregate purchase price of $300,000 (the "Purchase Price"). The Shares that are Nutmeg Group, LLC, or its designee ("Nutmeg") shall pay $150,000, when the subject of this Agreement are part of an offering of Units by the Company Registration is filed (the “Offering”"Closing"), on a best efforts basis. There are 80,000 shares the balance of Series B1 Preferred Stock authorizedthe $150,000, within 5 days of when the Registration is deemed effective (the "Second Closing"). The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents shares issuable to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in Nutmeg will equal the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placedpaid by Nutmeg, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made divided by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.lesser of:
(a) $.10, or
(b) The Subscriber is delivering fifty (i50%) two executed copies of the signature page average closing bid price for Common Stock on the five trading days immediately following the Company becoming public, or
(c) fifty (50%) of this Agreement the average closing bid price for Common Stock on the five trading days immediately following the date on which the registration statement (including Exhibit Aas described below) is declared effective. (the lesser of (a), (b), and (iic) being hereinafter referred to as the subscription payment"Fixed Price"). Purchaser will be issued Warrants (hereinafter "Warrants") exercisable into such number of shares of Common Stock as is equal to 100% of the Purchase Price paid by Purchaser, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted divided by the CompanyFixed Price. The Common Stock into which the Warrants are exercisable will have piggyback registration rights, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that will be transferable. Unexercised Warrants will expire December 31, 2009 ("Warrant Expiration Date"). The Warrants will be exercisable into Common Stock at $.05 per share. The Purchaser will receive at Closing a flat non-accountable expense allowance of Conditioned upon Funding, Nutmeg will receive at the Subscriber has subscribed for Second Closing, a flat non-accountable expense allowance to cover due diligence expenses, legal, escrow fees and a fully executed copy miscellaneous costs, of this Agreement$10,000. If At the Offering is oversubscribedelection of Nutmeg, or for its designees, any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion or all of the Shares foregoing compensation and the Warrants for which the Subscriber has subscribed expense allowances can be taken in this Agreement. In such a casekind, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell pursuant to the Subscribersame terms and conditions as that of an investment herein, and the balance of the purchase price will be repaid to the Subscriber without interestfor a like amount.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (aSubject to the terms and conditions hereof, the Subscriber hereby irrevocably subscribes for and agrees to purchase a total of ( ) The undersigned subscriber shares of the common stock, par value US $0.001 per share (the “SubscriberCommon Stock”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.) of DIGIFONICA INTERNATIONAL CORP., a Delaware Florida corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of US $35.00 2.00 per Unit, plus accrued dividends, if any; all as set forth on share and agrees to become a shareholder of the signature page hereofCompany and to be bound by the terms of this Subscription Agreement. The form of Certificate of Designation (“COD”) As consideration for the Series B1 Preferred Stock, and the Warrant Agreement shares of Common Stock subscribed for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereby (the “Other Offer DocumentsShares”), the Subscriber hereby irrevocably tenders to the Company a cashier’s check (or personal check if so authorized by the Company) or wire transfer in the amount of $ (the “Purchase Price”). The Shares that are Company will cause its Common Stock to be listed or quoted on a national securities exchange in the subject United States (either NASDAQ or the American Stock Exchange) and to become a reporting issuer in a province of this Agreement are part of an offering of Units by Canada within nine months after the closing date. In the event such listing or quotation has not taken place, or such reporting issuer status has not been obtained within nine months after the closing date, the Company shall issue additional Common Stock to each Subscriber equal to 10% of the dollar value of the Shares each Subscriber initially purchased pursuant to this Subscription Agreement. Such Common Stock will be issued as liquidated damages for the delay to complete such listing or quotation and obtaining such reporting issuer status. Any Common Stock issued as liquidated damages will be subject to the same restrictions as described herein. Additionally, for every two (2) Shares subscribed for hereby, the Subscriber shall receive a warrant (the “OfferingWarrant”) to purchase one (1) share of Common Stock at a price of US $2.50 per share during the first twelve (12) months and at a price of US $3.00 per share for the remaining twelve (12) months (the “Warrant Shares”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number Warrant shall have a term of Units that the Company may offer and/or sell is at the Company’s discretiontwo (2) years. The Company may use broker-dealers Shares, the Warrants and other agents the Warrant Shares are collectively referred to offer and sell as the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of “Securities.” This Subscription Agreement shall not become binding unless (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part(ii) the Purchase Price has been received and accepted by the Company, thenand (iii) such additional closing conditions as the Company shall require are satisfied. This subscription shall not be deemed accepted by the Company until this Subscription Agreement is signed by a duly authorized officer of the Company. If this subscription is accepted, this Agreement shall become effective as between the Company and the Subscriber. If this subscription is rejected, this Subscription Agreement and the Purchase Price will be returned to the Subscriber as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriberreasonably practicable, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription shall be rendered void and of no further force or any amount paid pursuant theretoeffect.
Appears in 1 contract
Samples: Subscription Agreement (Digifonica International Corp)
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyLightyear Network Solutions, Inc., a Delaware Nevada corporation (the “Company”) _______ units the securities described below (the “UnitsSecurities”) for a purchase price of $4,000 per Price-Protected Investment Unit. Each Price-Protected Investment (each consisting “Unit”) of Securities consists of : (i) one share thousand (1,000) shares of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share Common Stock of the Company (each, a “Common ShareShares”), expiring no later than March 31, 2016 with ; (ii) a warrant to purchase 500 shares of Common Stock at an exercise price of $1.00 4.00 per share (a “Fixed Warrant”); and (iii) a warrant to purchase up to two thousand (2,000) shares of Common Share, Stock at a an exercise price of $35.00 0.01 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofshare subject to certain conditions (a “Milestone Warrant”). The form Shares, the Fixed Warrants, the Milestone Warrants and the shares of Certificate of Designation Common Stock for which the Fixed Warrants and the Milestone Warrants are exercisable (the “CODWarrant Shares”) for are collectively referred to herein as the Series B1 Preferred Stock, “Securities.” The Fixed Warrants and the Warrant Agreement for the Milestone Warrants are attached referred to herein as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. the “Warrants.” This subscription is made submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and the Confidential Private Placement Memorandum, dated June 2010, and exhibits thereto (this collectively referred to as the “AgreementOffering Documents”) and any other documents concerning the Company that have been furnished relating to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”) by the Company of up to $5,000,000, with no minimum. The Securities may be offered through one or more FINRA member selling agents (the “Selling Agent(s)”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that and the Company may offer and/or sell is at Offering shall continue until the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount earlier of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and all Securities are sold or (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. AlsoAugust 31, the Company2010, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined unless extended by the Company in its discretionfor an additional period expiring September 30, 2010. The Company retains the Company may determine right to accept a subscription up to an additional $2,000,000 of oversubscriptions for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestSecurities.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (Lightyear Network Solutions, Inc.)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Investor hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the CompanyParentCo, and (ii) fifty warrants (ParentCo hereby irrevocably agrees to sell to the “Warrants”)Investor, each to acquire one share the number of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Shares set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for this Subscription Agreement, in each case, on the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described provided for herein. Notwithstanding anything to the contrary contained in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part Shares that the Investor is obligated to purchase under this Subscription Agreement shall be reduced such that immediately after the Closing and the closing of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. AlsoTransaction, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect beneficial ownership of all subscriptions accepted prior to such termination. If the Company decides to reject this subscriptionentities that that are advised, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, managed or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made sponsored by the Subscriber in this Agreement that the Subscriber qualifies Investor’s portfolio manager (as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of disclosed on the signature page of this Agreement Subscription Agreement) (including Exhibit Athe “Relevant Entities”) of: (a) all Existing Securities (defined below), and plus (iib) all shares of Class A common stock acquired by the Relevant Entities on or after the date of this Agreement that the Relevant Entities have not transferred or elected to redeem or otherwise tender or submit for redemption through immediately prior to the Closing, plus (c) shares of Class A common stock issuable upon the exercise of all Issuer warrants acquired by the Relevant Entities (other than the Investing Desk) on or after the date of this Agreement that the Relevant Entities (other than the Investing Desk) have not transferred through immediately prior to the Closing, plus (d) the subscription paymentShares subscribed for hereunder, in minus (e) any portion of the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions Existing Securities which the Relevant Entities have sold subsequent to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy date of this Agreement, does not exceed the beneficial ownership limit for Issuer’s Class A common stock (calculated in accordance with Rule 13d-3, except that the Issuer warrants shall be deemed exercisable within sixty days for purposes of such calculation), expressed as a percentage, solely to the extent set forth on the signature page of this Subscription Agreement (which shall not be lower than 8.49%) (the “Ownership Limit”), calculated in good faith by Issuer on a pro forma basis accounting for the Transaction and any redemptions. If On the Offering is oversubscribeddate of this Subscription Agreement, or for any other reason determined the Relevant Entities own the shares of Issuer’s Class A common stock and Issuer warrants set forth on the signature page of this Subscription Agreement (such disclosed shares, together with shares of Class A common stock issuable upon exercise of such disclosed warrants, the “Existing Securities”). During the week prior to the Bright Lights Shareholders Meeting (as defined in the BCA), Investor will provide the Issuer, promptly upon request, with documentary evidence reasonably requested by the Company in its discretionIssuer to evidence the number of shares of Class A common stock and number of Issuer warrants that the Relevant Entities continue to own as of the day prior to delivery of such information. In addition, on the business day immediately preceding the Closing Date, Investor will provide the Issuer with documentary evidence of the number of shares of Class A common stock and number of Issuer warrants that the Relevant Entities continue to own as of the day prior to delivery of such information (the “Pre-Closing Securities Amount”). The Pre-Closing Securities Amount shall be the amount used to determine what reduction, if any, is to be made to the number of Shares that Investor is obligated to purchase under this Subscription Agreement. For purposes of this Section 1, the Company may determine to accept term “Investing Desk” shall mean the Investor; provided, however, that if the Investor is a subscription for multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets then the term “Investing Desk” shall mean only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of assets managed by the portfolio manager who made the investment decision to purchase the Shares covered by this Agreement; and the Warrants provided, further, that the Company has agreed term “Investing Desk” shall not be read to sell to include any entities under common management or that share an investment manager with the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestInvestor.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (Bright Lights Acquisition Corp.)
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor such number of Units (the “SubscriberUnits” and each a “Unit”), intending to be legally boundeach Unit consisting of (A) one share of the Company’s common stock, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation par value $0.00001 per share (the “CompanyCommon Stock''), and (B) one Warrant (the “Warrants”) to purchase one share of Common Stock, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Units have been registered on a Registration Statement on Form S-3, Registration No. 333-197820 (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission and is effective on the date hereof. A final prospectus will be delivered to the Investor as required by law. The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Rxxx Capital Partners, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Prior to the Closing Date, the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the escrow account per wire instructions as provided by the Placement Agent (the “Escrow Funds”). Upon satisfaction or waiver of all the conditions to closing set forth in the Placement Agency Agreement (the “Placement Agency Agreement”), dated May 12, 2016 between the Company and the Placement Agent, at the Closing, (i) the Investor shall have the Escrow Funds released to the Company, and (ii) the Company shall cause the Common Stock and Warrants to be delivered to the Investor as set forth below. Shares of Common Stock will be credited to the Investor using customary book-entry procedures and Warrants will be delivered in paper form. Warrants purchased by the Investor shall be delivered in paper form to the following address, or at such other address or addresses as may have been furnished to the Company in writing by such Investor. Name in which Warrants should be issued: Address for delivery: c/o _______________________________ units Street: ____________________________ City/State/Zip: ______________________ Attention: __________________________ Telephone No.: _____________________ The manner of settlement of the Common Stock purchased by the Investor shall be determined by such Investor as follows (check one): [____] A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A hereto) with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and released by Continental Stock Transfer & Trust Company, the Company’s transfer agent (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred StockTransfer Agent”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretiondirection. The NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES —OR— [____] B. Delivery Versus Payment (“DVP”) through DTC (i.e., on the Closing Date, the Company may use broker-dealers shall issue the Common Stock registered in the Investor’s name and other agents address as set forth below and released by the Transfer Agent directly to offer the account(s) at Rxxx identified by the Investor; upon receipt of such Offered Securities, Rxxx shall promptly electronically deliver such Offered Securities to the Investor, and sell the Units, and/or finders identify and introduce potential subscribers simultaneously therewith payment shall be made by Rxxx by wire transfer to the Company). Compensation may be paid to these persons in the amount of NO LATER THAN ONE (i1) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. BUSINESS DAY AFTER THE SHARES EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCECOMPANY, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form ofINVESTOR SHALL:
(xI) a check payable to “Gyrotron TechnologyNOTIFY RXXX OF THE ACCOUNT OR ACCOUNTS AT RXXX TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; orAND
(yII) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA NoCONFIRM THAT THE ACCOUNT OR ACCOUNTS AT RXXX TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technologyi2 Telecom International, Inc., a Delaware Washington corporation (the “Company”) _), ______ units shares (the “UnitsShares”) each consisting of (i) one share of 10% Series F Convertible Redeemable Series B1 Preferred Stock, no par value $0.001 per Share share (the “Series B1 F Preferred Stock”), of the Company, and at a purchase price of $1,000 per Share. For each Share purchased by Subscriber, the Company will issue to Subscriber, for no additional consideration, a warrant to purchase ___________ shares (iiwhich shares have been adjusted to reflect the 1:10 reverse stock split effectuated by the Company) fifty warrants of common stock, no par value, of the Company (the “Common Stock”), which Warrant will be in substantially the form of Exhibit A attached hereto (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share . The rights and preferences of the Company (eachSeries F Preferred Stock are set forth in the Amended Certificate of Designations of Rights and Preferences of Preferred Stock Series F of the Company, a “Common Share”), expiring no later than March 31, 2016 with an exercise price copy of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are which is attached hereto as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsArticles of Incorporation”). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units up to $8,000,000 of Series F Preferred Stock and Warrants being conducted by the Company (the “Offering”). In addition, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at engage one or more placement agents to assist the Company’s discretionCompany in selling the Series F Preferred Stock and Warrants in the Offering, in which event, the Company may compensate any such placement agents in cash (not to exceed seven percent (7%)) of the dollar amount placed by such placement agent in the Offering and warrants to purchase up to seven percent (7%) of the Series F Preferred Stock and Warrants placed by such placement agent in the Offering.
1.3 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The initial closing of the Offering (the “Initial Closing”) was on April 27, 2009 (the “Initial Closing Date”). The Company may use broker-dealers hold additional interim closings after the Initial Closing provided that the terms of the Offering are the same for each closing. Any such interim closings are each hereinafter referred to as an “Additional Closing” and other agents shall occur on one or more dates each hereinafter referred to offer as an “Additional Closing Date.” The Initial Closing Date and sell the UnitsAdditional Closing Dates are each hereinafter sometimes referred to as a “Closing Date.” The last Closing is sometimes referred to herein as the “Final Closing.” The Company held an Additional Closing on June 5, and/or finders identify 2009. Upon receipt by the Company of the requisite payment for all shares of Series F Preferred Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and introduce potential subscribers subject to the Company. Compensation may satisfaction of certain conditions, the Series F Preferred Stock and Warrants so purchased will be paid to these persons issued in the amount name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such shares of Series F Preferred Stock and Warrants. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the shares of Series F Preferred Stock so purchased as well as a Warrant for the corresponding number of Warrants allocable to such holder.
1.4 Subscriber hereby agrees to be bound hereby upon (i) up to 6% of the gross proceeds execution and delivery to the Company of the Units that they have placed, signature page to be paid in cash and/or in Units, this Agreement and (ii) up to 4% of written acceptance on the number of Warrants purchased hereunder Initial Closing Date or an Additional Closing Date, as part of the Units. in additional Warrants The Company case may terminate the Offering at any time without prior notice. Alsobe, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but by the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this Subscriber’s subscription, it will do so promptly following its receipt and will return which shall be confirmed by faxing to the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior signature page to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two has been executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, (the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest“Subscription”).
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (I2 Telecom International Inc)
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron Technology, CytoDyn Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of in the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as amounts set forth on the signature page hereof. The form , (i) shares of Certificate of Designation (“COD”) for the Series B1 C Convertible Preferred Stock, $0.001 par value per share of the Company, (the “Series C Preferred Stock”) and (ii) a warrant, substantially in the Warrant Agreement for the Warrants are form attached hereto as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsInvestor Warrants”). The Shares that are the subject ) to purchase a number of this Agreement are part shares of an offering common stock, $0.001 par value, of Units by the Company (the “OfferingCommon Stock”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents equal to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 460% of the number of Warrants purchased hereunder as part shares of Common Stock initially issuable upon conversion of the UnitsSeries C Preferred Stock. The shares of Series C Preferred Stock will have the relative rights, preferences and designations set forth in additional Warrants The the Certificate of Designation of Preferences and Rights set forth in Exhibit A attached hereto (the “Certificate of Designation”). In addition, the Company may terminate hereby agrees to issue to certain lead investors in the Offering at any time without prior notice. Alsoaggregate additional warrants to purchase an aggregate of 1,000,000 shares of Common Stock (the “Lead Investor Warrants” and, collectively with the Investor Warrants, the Company, in its sole discretion, may accept or reject this subscription “Warrants”). The Warrants will be exercisable for Warrant Shares and Warrants in whole or in part for any reason, but a 5-year period commencing at the Company will issue Shares and Warrants in respect Closing (as defined below) at an exercise price of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable$0.50 per share. The Series B1 C Preferred Stock pro forma began to accrue dividends as shall be convertible into Conversion Shares at a conversion price of September 1$0.50 per share. The Series C Preferred Stock, 2012. In lieu the shares of requesting payment in the amount of dividends accrued through the date of delivery Common Stock issuable upon conversion of the Subscriber’s subscription payment, Series C Preferred Stock (the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTConversion Shares”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares Warrants and the Warrants are being issued pursuant to the exemption from the registration requirements shares of Common Stock issuable upon exercise of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As suchWarrants (collectively, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit AWarrant Shares”), and (ii) shall be referred to collectively as the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.Securities” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Noherein.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally bound, each Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofof such Purchaser hereto (the “Subscription Amount”). The form Securities to be issued to a Purchaser hereunder shall consist of Certificate (i) Shares in an amount equal to the quotient of Designation (x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of 0.50 shares of Common Stock for every one (1) Share purchased hereunder. The aggregate amount of Securities to be issued pursuant to the Offering shall not exceed 1,700,000 Shares and Warrants to purchase 850,000 shares of Common Stock. The Company shall allocate the Subscription Amount between the Shares and the Warrants prior to the Closing and provide notice to the Purchasers of such allocation.
(2) For purposes of this Agreement, the “Offering Price” shall be the price per Share to be paid by the Purchasers, determined as the product of (a) .75 multiplied by (b) the average closing price (the “Market Price”) of the Common Stock for the regular daily trading session as reported by the American Stock Exchange (“CODAmex”) for a period of up to five trading days immediately preceding the Series B1 Preferred Stockpricing date (the “Pricing Date”), to be determined by Oxxxxxxxxxx & Co. Inc., the placement agent for the Offering (the “Placement Agent”). On April 29, 2005, the Placement Agent determined the Market Price was equal to $2.81 per share, and the Warrant Agreement for Offering Price is equal to $2.11 per share.
(3) As soon as possible, but no later than three (3) business days after the Warrants are attached as Exhibit B Pricing Date the Company shall hold the closing of the Offering (the “Closing”). The Company shall make a press release regarding the transaction in accordance with Section F(3) hereof. Upon the Closing, the purchase and C respectively sale contemplated hereby with respect to accepted subscriptions shall be binding, enforceable and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made irrevocable in accordance with and subject to the terms hereof.
(4) Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount by check payable to the escrow account set forth on Schedule A or by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and conditions such amount shall be held in the manner described in this Subscription Agreement Paragraph (this “Agreement”5) and any other documents concerning below.
(5) All payments for Securities made by the Company that have been furnished Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an interest bearing escrow account. Any interest earned on such payments shall revert back to the Subscriber concerning escrow agent and shall be used to offset the escrow account fees. Payments for Securities made by the Purchasers will be returned promptly, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers terminated for any reason prior to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% public dissemination of the gross proceeds press release referred to in Section F(3) hereof.
(6) Upon receipt by the Company of the Units that they have placed, requisite payment for all Securities to be paid in cash and/or in Unitspurchased by the Purchasers whose subscriptions are accepted, and the Company shall, at the Closing: (i) or immediately thereafter issue to each Purchaser stock certificates representing the shares of Common Stock purchased under this Agreement; (ii) up or immediately thereafter issue to 4% each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (iii) deliver to the Purchasers and to the Placement Agent a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the number Closing date (provided, however, that representations and warranties that speak as of Warrants purchased hereunder a specific date shall continue to be true and correct as part of the Units. Closing with respect to such date), which certificate shall also represent pursuant to the terms hereof, as of the date of Closing, the information set forth in additional Warrants The Company may terminate Section C(2) hereof as of March 31, 2005; and (iv) cause to be delivered to the Offering at any time without prior notice. Also, Placement Agent and the Purchasers an opinion of Mxxxxx Xxxxx & Bockius LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agent.
(7) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company, in its sole discretioncare of the Placement Agent, of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company or the Placement Agent shall reject the subscription being made hereby by such Purchaser.
(8) Each Purchaser agrees that each of the Company and the Placement Agent may accept or reject this reduce such Purchaser’s subscription for with respect to the number of Shares and Warrants in whole to be purchased without any prior notice or in further consent by such Purchaser. If such a reduction occurs, the part for any reasonof the Subscription Amount attributable to the reduction shall be promptly returned, but without interest or deduction.
(9) Each Purchaser acknowledges and agrees that the Company will issue purchase of Shares and Warrants in respect of all subscriptions accepted prior to by such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued Purchaser pursuant to the exemption from Offering is subject to all the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares terms and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber conditions set forth in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except well as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
Memorandum (x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Noas defined below).: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Senesco Technologies Inc)
Subscription. (a1) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Shares in the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth amount indicated on the signature page hereofhereto (the “Subscription Amount”). The form Purchaser shall deliver the Subscription Amount within five (5) business days of Certificate the date of Designation this Agreement by check payable to the escrow account set forth on Schedule A or by wire transfer to the Company’s escrow agent in accordance with the wire transfer instructions set forth on Schedule A and shall be held in the manner described in Paragraph (2) below. The Purchaser acknowledges that the actual number of Shares that the Purchaser will be issued at the Closing will be equal to the quotient of the Subscription Amount, divided by the Offering Price (as defined below), rounded down to the nearest whole number of Shares. For purposes of this Agreement, the Offering Price shall mean the price per Share to be paid by the Purchasers equal to the product of (a) .90 multiplied by (b) the average closing price of the Common Stock as reported by the NASDAQ National Market (“CODNASDAQ”) for a period of from one to ten trading days immediately preceding the Series B1 Preferred Stockclosing of the purchase and sale of the Shares under this Agreement, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety mutually agreed by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to and Fxxxxxxxxx & Co. Inc., the Subscriber concerning lead placement agent for the Offering (the “Other Offer DocumentsPlacement Agent,” together with Axxxx, Hxxxxxxx & Hxxx, Inc., the “Placement Agents”).
(2) All payments for Shares made by the Purchasers as contemplated by Paragraph (1) above will be deposited as soon as practicable for the undersigned’s benefit in a non-interest bearing escrow account. The Shares that are payment will be returned promptly, without interest or deduction, if the subject of this Agreement are part of an offering of Units by undersigned’s subscription is rejected or the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell Offering is at the Company’s discretionterminated for any reason. The Company may use broker-dealers hold a closing of the Offering (the “Closing”) at any time during the period beginning after one or more subscriptions have been accepted and other agents ending on or before January 11, 2002 (the “Termination Date”); provided, however, that the Termination Date may be extended to offer a date not later than February 11, 2002 upon the mutual agreement of the Company and sell the Units, and/or finders identify Placement Agent and introduce potential subscribers written notice to the CompanyPurchaser. Compensation may be paid to these persons The Company may, in its discretion, terminate the amount Offering if a minimum of 500,000 Shares is not subscribed for within sixty (i60) up to 6% days from the date of the gross proceeds to Memorandum (as defined below), or if the Company and the Placement Agent agree, within ninety (90) days from the date of the Memorandum (as defined below). There is no minimum subscription requirement for the Offering.
(3) Upon receipt by the Company of the Units that they have placed, requisite payment for all Shares to be paid in cash and/or in Unitspurchased by the Purchasers whose subscriptions are accepted at the Closing, and the Company shall, at such Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased under this Agreement; (ii) up deliver to 4% each Purchaser a certificate stating that the representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of the number Closing relating to the Shares subscribed for pursuant to this Agreement as though made on and as of Warrants purchased hereunder as part such Closing; and (iii) cause to be delivered to each Purchaser an opinion of Axxxxx & Pxxxxx in the Units. in additional Warrants form of Exhibit A hereto.
(4) The Company may terminate Purchaser acknowledges and agrees that this Agreement shall be binding upon the Offering at any time without prior notice. Also, Purchaser upon the execution and delivery to the Company, in its sole discretioncare of the Placement Agents, may accept or reject of the Purchaser’s signed counterpart signature page to this subscription for Shares Agreement unless and Warrants in whole or in part for any reason, but until the Company will issue or the Placement Agents shall reject the subscription being made hereby by the Purchaser.
(5) The Purchaser agrees that each of the Company and the Placement Agent may reduce the Purchaser’s subscription with respect to the number of Shares and Warrants in respect of all subscriptions accepted to be purchased without any prior to such terminationnotice or further consent by the Purchaser. If such a reduction occurs, the Company decides part of the Subscription Amount attributable to reject this subscriptionthe reduction shall be promptly returned, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. or deduction.
(6) The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands Purchaser acknowledges and agrees that the purchase of Shares and by the Warrants are being issued Purchaser pursuant to the exemption from Offering is subject to all the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares terms and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber conditions set forth in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except well as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA NoMemorandum.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Meridian Medical Technologies Inc)
Subscription. (a) The undersigned subscriber Investor hereby subscribes and agrees to purchase and the Company agrees to sell to Investor such number of shares (the “SubscriberShares”)) of the Company’s Common Stock, intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation $0.001 par value per share (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Common Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are Signature Page attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in part of this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsSignature Page”) hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor subscribes to purchase and (y) the purchase price per share as set forth on the Signature Page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-118138, as may be amended from time to time (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (“SEC”). The Shares that are the subject of this Agreement are part of an offering of Units Registration Statement will have been declared effective by the SEC (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. A final prospectus (and/or prospectus supplement, the “Prospectus”) will be delivered to the Investor as required by law. The Shares are being offered directly by the Company on a “best efforts”, any and all basis up to $4,000,000. Provided the Company’s Registration Statement is declared effective by the SEC, the closing of the Subscription for the Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of the Subscriber’s properly completed and executed Signature; and (ii) receipt of all funds for the subscription of shares hereunder (by wire transfer of immediately available funds to the Company), at which time the Company shall cause the Shares to be issued to the Subscriber in the name(s) set forth in the Signature Page and the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the Signature Page under the heading “DWAC Instructions,” or (B) if requested by the Investor on the Signature Page or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent, Pacific Stock Transfer Company (the “OfferingTransfer Agent”). If delivery is made by book entry on the books and records of the Transfer Agent, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is shall send written confirmation of such delivery to the Investor at the Company’s discretionaddress indicated on the Signature Page. The Company may use broker-dealers No fractional Shares shall be purchased and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers any excess funds representing fractional Shares shall be returned to the CompanyInvestor. Compensation may be paid By payment of the Shares, the Investor acknowledges receipt of the Prospectus prior to these persons the date of the Subscription, the terms of which govern the investment in the amount Shares. Pending acceptance of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will shall be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber held in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted escrow account established by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of Investor (i) one share such number of 10% Convertible Redeemable Series B1 Preferred Stockshares of common stock, par value $0.001 0.01 per Share share (the “Series B1 Preferred Common Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereto (the “Other Offer DocumentsShares”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up warrants to 4% of the purchase such number of Warrants purchased hereunder as part shares of Common Stock set forth on the Units. in additional Warrants The Company may terminate signature page hereto (the Offering at any time without prior notice. Also“Warrants” and together with the Shares, the Company, in its sole discretion, may accept or reject this subscription “Securities”) for Shares and Warrants in whole or in part for any reason, but an aggregate purchase price set forth on the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If signature page hereto (the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTPurchase Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-133087, which registration statement (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for together with any other reason determined registration statement filed by the Company in its discretionpursuant to Rule 462(b) under the Securities Act, the Company may determine to accept a subscription for only a portion of “Registration Statement”) has been declared effective by the Shares Securities and Exchange Commission, has remained effective since such date and is effective on the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdate hereof.
(c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND JPMORGAN CHASE (THE “ESCROW AGENT”): JPMorgan Chase Bank ABA # 000000000 Account No.: 304954950 Account Name: Emisphere / ThinkEquity Such funds shall be held in escrow until the Closing Date and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) determined that the conditions to closing in the Placement Agreement have not been satisfied. The Subscriber may Investor’s obligations are expressly not withdraw conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE.
(e) On the third or fourth business day after the date of this subscription Subscription Agreement (the “Closing Date”), the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of any amount paid pursuant theretoresale restrictions.
Appears in 1 contract
Samples: Placement Agency Agreement (Emisphere Technologies Inc)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions described contained herein and in this Subscription that certain Registration Rights Agreement (this “"Rights Agreement”") form of Class A Warrant and any other documents concerning Class B Warrant (the "Warrants"), all by and between the Company that have been furnished and Purchaser dated the date hereof (collectively, the "Transaction Documents"), the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Subscriber concerning Purchaser, a certain number of shares of the Offering Company's Common Stock (the “Other Offer Documents”"Common Stock"). The Shares that are the subject , and warrants to purchase additional shares of this Agreement are part of an offering of Units by the Company Common Stock (the “Offering”Common Stock and warrants referred to as the "Securities"), on a best efforts basis. There are 80,000 shares for an aggregate purchase price of Series B1 Preferred Stock authorizedup to $250,000 (the "Purchase Price"). The number of Units that shares issuable to Purchaser (the Company may offer and/or sell "Applicable Number") will equal the Purchase Price, divided by the lesser of:
(a) $0.12, or
(b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days prior to the date on which the registration statement (as described in the Registration Rights Agreement) is at declared effective (the Company’s discretionlesser of (a) and (b) being hereinafter referred to as the "Fixed Price"). Upon execution of this Agreement, Purchaser will be issued Warrants ^exercisable into such number of shares of Common Stock as is equal to 100% of the Purchase Price paid by Purchaser, divided by the Fixed Price as set forth in the applicable Warrant. The Company may use brokerCommon Stock into which the Warrants are exercisable will have piggyback registration rights, and the Warrants will be transferable. Unexercised Warrants will expire December 31, 2008 ("Warrant Expiration Date"). ^Fifty percent of the Warrants (the "Class A Stock Purchase Warrants") will be exercisable into Common Stock at a per share price equal to 110% of the lesser of (a) $0.12; or (b) fifty-dealers and other agents to offer and sell two percent (52%) of the Units, and/or finders identify and introduce potential subscribers average closing bid price for Common Stock on the five trading days immediately prior to the Companyfiling with the Securities and Exchange Commission ("SEC") of the Registration Statement. Compensation may The remaining ^fifty percent of the Warrants (the "Class B Stock Purchase Warrants") will be paid exercisable into Common Stock at a per share price equal to these persons 150% of the lesser of (a) $0.12; or (b) fifty-two percent (52%) of the average closing bid price for Common Stock on the five trading days immediately prior to the filing with the Securities and Exchange Commission of the Registration Statement. The $250,000 Purchase Price will be payable by Purchaser, in two traunches. The first traunche will be in the amount of (i) up $125,000 and shall occur no later than ^September 1, 2004. The second traunche will be an amount equal to 6$125,000 and shall occur ^no later than 5 days ^after the date on which the registration statement registering the Securities is declared effective by the SEC. The Company shall deliver to Purchaser the Common Stock and Warrants pertaining to the first traunche upon execution of this Agreement and payment of the first traunche and shall deliver the Common Stock and Warrants pertaining to the second traunche upon payment of the second traunche. The Purchaser or its designee shall also be entitled to a commission of 5% of any and all amounts received, directly or indirectly, by the gross proceeds Company and/or its principals as a consequence of a merger, license or any other similar arrangement or remuneration as a consequence of the efforts of ^Purchaser or its designee or agent within 5 days following receipt of such funds. All references to the Company of the Units that they have placed, to be paid in cash and/or in Units"Company" shall include associates, and (ii) up to 4% any individual, corporation, organization, firm or company, of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and which the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A)a member, and (ii) the subscription paymentemployee, in the form of:
(x) a check payable to “Gyrotron Technologyprincipal, Inc.” party to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretionfrom which such it would otherwise benefit financially, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdirectly or indirectly.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (Nanobac Pharmaceuticals Inc)
Subscription. (a) 1.1 The undersigned subscriber (the “"Subscriber”), intending to be legally bound, ") hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ number of units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants 's common stock (the “Warrants”"Units") as set out on page 2 of this Subscription Agreement at a price of CDN$0.10 per Unit (such subscription and agreement to purchase being the "Subscription"), each for the total subscription price as set out on page 2 of this Subscription Agreement (the "Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to acquire the terms and conditions set forth herein.
1.2 Each Unit will consist of one share of common stockstock in the capital of the Company (each, par value $0.001 per a "Share"); and one common share purchase warrant (“Warrant”) subject to adjustment. Each Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Common Warrant Share”), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Sharetwenty four months commencing from the Closing (as defined hereafter), at a price per Warrant Share of $35.00 per UnitCDN$0.20. The Shares, plus accrued dividendsWarrants and Warrant Shares are referred to as the “Securities”.
1.3 In the event that the Company’s common shares, if any; at any time after 4 months and 1 day have elapsed from the Issue Date, as listed on a Principal Canadian Market – currently the CNSX with symbol TOP - has been at or above CDN$0.50 for a period of 20 consecutive trading days, the Company may thereafter issue to the Subscribers a written notice advising of the accelerated expiry of the Warrants. Such written notice shall identify in reasonable detail the particulars of the acceleration event and identify the date (the "Warrant Accelerated Expiry Date") set for accelerated expiry, which in no event shall be less than 30 days after the mailing date of the written notice. For greater certainty, all Warrants shall expire and be of no further force or effect as set forth of 4:30 pm (Pacific Time) on the signature page hereof. Warrant Accelerated Expiry Date.
1.4 The form Company hereby agrees to sell, on the basis of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, representations and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described set forth herein, to the Subscriber the Units. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.
1.5 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject in lawful money of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsCanada.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Enertopia Corp.)
Subscription. (a) The undersigned subscriber 1.01 Subscriber hereby subscribes for and agrees to purchase a number of shares of the Common Stock, $.01 dollar value (the “Subscriber”"Common Stock"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of First Medical Corporation, a Delaware corporation (the “Company”"Issuer"), equal to 10% of the issued and outstanding Common Stock of the Issuer existing on the date of the Closing of the transactions contemplated by this Agreement, including the shares issued to Subscriber.
1.02 Subscriber hereby subscribes for and agrees to purchase such amount of the 9% Series A Preferred Stock ("Preferred Stock") _______ units (of the “Units”) each consisting Issuer as shall be convertible into 10% of the shares of Common Stock issued and outstanding as at the date of issue. The Preferred Stock issued to the Subscriber shall form a class of shares of its own. The Preferred Stock shall be issued to Subscriber and shall contain the terms and conditions set forth in Exhibit "A" annexed hereto and made a part hereof by reference, and such other terms and conditions, if any, as Issuer and Subscriber may mutually agree upon in writing prior to the Closing of the transaction contemplated by this Agreement. As set forth in Exhibit "A," the Preferred Stock will pay a 9%, cumulative annual dividend, payment of which will be deferred until the earlier of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), third anniversary of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), Closing and (ii) the subscription paymentdate of conversion into Common Stock, in and will be convertible into shares of Common Stock equal to 10% of the form of:currently issued and outstanding Common Stock on a fully diluted basis. There will be no new issue of Common Stock during 1996.
1.03 Subscriber hereby subscribes for and agrees to purchase 49% of the issued and outstanding shares of the Common Stock, $.01 par value (xthe "WHEN Common Stock"), of WHEN Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer (WHEN"). The WHEN Common Stock subscribed for hereby equals 49% of the issued and outstanding WHEN Common Stock.
1.04 The purchase price for the Common Stock and Preferred Stock purchased hereby is an aggregate of US$4,000,000. The purchase price for the WHEN Common Stock purchased hereby is US$1,000,000.
1.05 The Issuer agrees that the proceeds from Subscriber's purchase of the Common Stock, Preferred Stock and WHEN Common (collectively, the "Securities") a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted shall only be used by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed Issuer for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestof capital assets for WHEN and/or American Medical Clinics Development Corporation, Limited, an Irish corporation ("AMCDC").
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (Generale De Sante International LTD)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Buyer hereby irrevocably subscribes agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation the Company the number of shares (the “Company”"Initial Preferred Shares") _______ units (the “Units”) each consisting of (i) one share of 10% Series A Convertible Redeemable Series B1 Preferred Stock, $.01 par value $0.001 per Share (the “Series B1 "Preferred Stock”"), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The of this Agreement, having the terms and conditions as set forth in the form of Certificate of Designation Designations of the Series A Convertible Preferred Stock attached hereto as ANNEX I (“COD”the "Certificate of Designations") at the price per share and for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), aggregate purchase price set forth on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement Agreement. The purchase price for the Initial Preferred Shares shall be payable in United States Dollars. In connection with the purchase of the Initial Preferred Shares by the Buyer, the Company shall issue to the Buyer at the closing on the Closing Date (including Exhibit A), and (iias defined herein) the subscription payment, a warrant in the form of:
attached hereto as ANNEX II (xthe "Warrant") a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
purchase 133,000 shares of Common Stock (ysubject to adjustment as provided in the Warrant). The additional shares of Preferred Stock issuable pursuant to Section 2(c) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to of the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptanceRegistration Rights Agreement, the Company will deliver form of which is attached hereto as ANNEX III (the "Registration Rights Agreement"), are referred to herein as the Subscriber a certificate representing the "Additional Preferred Shares". The Initial Preferred Shares and the Warrants that Additional Preferred Shares are referred to herein collectively as the Subscriber has subscribed for and "Preferred Shares." The shares of Common Stock issuable upon conversion of the Preferred Shares are referred to herein as the "Conversion Shares." The shares of Common Stock issuable pursuant to Section 5 of the Certificate of Designations as a fully executed copy dividend on the Preferred Shares are referred to herein as the "Dividend Shares". The shares of this Agreement. If Common Stock issuable upon conversion of the Offering is oversubscribed, or for any other reason determined by Warrant are referred to herein as the Company in its discretion"Warrant Shares." The Common Shares, the Company may determine to accept a subscription for only a portion of the Dividend Shares and the Warrants for which Warrant Shares are referred to herein collectively as the Subscriber has subscribed in this Agreement"Common Shares". In such a case, the Company will deliver the portion of the The Common Shares and the Warrants that Preferred Shares are referred to herein collectively as the Company has agreed to sell to the Subscriber, "Shares." The Shares and the balance of Warrant are referred to herein collectively as the purchase price will be repaid to the Subscriber without interest"Securities.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto."
Appears in 1 contract
Samples: Subscription Agreement (American Bingo & Gaming Corp)
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally boundeach Purchaser, severally and not jointly with the other Purchasers, hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering such Purchaser hereto (the “Other Offer DocumentsSubscription Amount”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on Securities to be issued to a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount Purchaser hereunder shall consist of (i) Shares in an amount equal to the quotient of (x) the Subscription Amount, divided by (y) the Offering Price, rounded up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Unitsnearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two (2) Shares purchased hereunder, rounded up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in nearest whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicablenumber. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the aggregate amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable Securities to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from Offering shall not exceed 8,000,000 Shares and Warrants to purchase 4,000,000 shares of Common Stock.
(2) For purposes of this Agreement, the registration requirements “Offering Price” shall be $1.00 which shall be the price per Share to be paid by the Purchasers.
(3) Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to the escrow account of Xxxxxx & Xxxxxx in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below.
(4) The following conditions must be met in order for the Closing to occur:
(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement duly executed by the Company;
(ii) a legal opinion of Company Counsel, substantially in the form of Exhibit A attached hereto;
(iii) a copy of the Securities Actirrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, provided on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by Section 4(2) the Offering Price, registered in the name of such ActPurchaser;
(iv) a Lock-Up Agreement executed by each of the Company and its executive officers, or Regulation D promulgated thereunder, or both. As such, directors and their affiliates in the form of Exhibit B; and
(v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 50% of the Shares and issuable to such Purchaser hereunder, with an exercise price equal to the Warrants are only being offered and sold Warrant Exercise Price, subject to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsadjustment therein.
(b) The Subscriber is delivering On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) two executed copies of the signature page of this Agreement (including Exhibit A), and duly executed by such Purchaser; and
(ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a such Purchaser’s Subscription Amount by wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted account as specified in writing by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Purchasers contained herein;
(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and
(iii) the delivery by each Purchaser of the items set forth in Section A.(4)(b) of this Agreement.
(d) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained herein;
(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii) the delivery by the Company of the items set forth in Section A.(4)(a) of this Agreement;
(iv) the minimum aggregate Subscription Amount hereunder shall be at least $6,000,000;
(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;
(vi) from the date hereof to the Closing Date, trading in the Common Stock shall not withdraw this subscription have been suspended by the SEC or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any amount paid material adverse change in, any financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing;
(5) All payments for Securities made by the Purchasers will be effected by wire transfer to the account specified in Schedule A hereof not later than April 2, 2008. Payments for Securities made by the Purchasers will be returned promptly, prior to an applicable Closing, without interest or deduction, if, or to the extent, (i) the undersigned’s subscription is rejected; or (ii) the Offering is terminated for any reason.
(6) Notwithstanding anything to the contrary herein, the Company and Purchasers agree that no funds may be utilized by the Company until all of the items required to be delivered by the Company pursuant theretoto Section (A)(4) have been delivered and all other conditions to Closing set forth in this Agreement, including the items in Paragraph A(4) above, have been satisfied or waived.
(7) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Offering is subject to all the terms and conditions set forth in this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Derma Sciences, Inc.)
Subscription. (a) 1.1 The undersigned subscriber (the "Subscriber") is the holder of a promissory note (the “SubscriberPromissory Note”) dated September 16, 2010, issued by the Company in the original principal amount of $200,000 (the “Principal Amount”), intending to be legally bound, . The Principal Amount has earned interest at the rate of five percent per annum since the date of the Promissory Note and the total amount of interest due through the date of this Subscription Agreement is $5,000 (the “Accrued Interest”). The Subscriber hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units number of Units (the “Units”) each consisting specified on Page 10 of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Sharethis Subscription Agreement, at a price of $35.00 US$1.00 per UnitUnit (such subscription and agreement to purchase being the "Subscription"), plus accrued dividendsfor the total subscription price (the “Subscription Price”) specified on Page 10 of this Subscription Agreement. The Subscription Price shall be paid by applying the Principal Amount and the Accrued Interest and the Promissory Note shall be marked “PAID” at closing, if any; all as set forth on the signature page hereof. The form basis of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, representations and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described set forth herein.
1.2 Each Unit consists of one share of the Company’s common stock and one-half of a share purchase warrant (together or individually; the "Securities"). Each whole share purchase warrant (each a “Warrant”) will entitle the holder to purchase one share of the Company’s common stock for $1.75 per share until the second anniversary of the date on which the Warrant is issued.
1.3 The Company hereby agrees to sell the Shares to the Subscriber on the basis of the representations and warranties and subject to the terms and conditions set forth herein. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.
1.4 Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes lawful money of the United States securities laws and cannot be transferred except as permitted under these lawsof America.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Striker Energy Corp)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase the number of shares (the “Shares”) of the Company’s Series A preferred stock, par value $.001 per share (“Series A Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations in the form of Exhibit A hereto (the “Certificate of Designations”), set forth on the signature page hereto from Gyrotron Technology, Inc.BioPharmX Corporation, a Delaware corporation (the “Company”) _______ units for the purchase price of $1.85 per share in connection with the Company’s offering of up to $8,000,000 in Series A Preferred Stock together with the right to receive warrants for no additional consideration (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred StockOffering”), in the form of Exhibit B hereto, granting subscriber the Company, and (ii) fifty warrants (the “Warrants”), each right to acquire one share purchase a number of shares of common stock, par value $0.001 .001 per share share, of the Company (each, a the “Common ShareStock”) equal to fifty percent (50%) of the number of shares of Common Stock into which the Shares are convertible (such warrants, the “Warrants;” together with the Series A Preferred Stock, the “Securities”). The Warrants will have an initial exercise price equal to $3.70 per share and shall be exercisable for a three (3) year period. In addition, the Shares and shares issuable upon exercise of the Warrants (the “Warrant Shares”) shall have the registration rights as provided in Section 4 hereof. In addition, Subscriber agrees to enter into the Investor Rights Agreement (the “Investor Rights Agreement”), expiring no later in the form of Exhibit C hereto, granting the Subscriber additional rights from the Company and certain of its shareholders. This Subscription Agreement and the Investor Rights Agreement (the “Subscription Agreement”) together with the Exhibits and Schedules thereto constitute the “Offering Documents.” This subscription is based solely upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to the following documents: (i) the Subscription Agreement, and (ii) the Accredited Investor Questionnaire. The Offering may be consummated at more than March 31one closing to occur on a date as may be determined by the Company. Each such closing is referred to as a “Closing” and the date of each such Closing is referred to as the “Closing Date.” A final Closing shall be held by the Company on or before September 30, 2016 2014”), which can be extended up to October 15, 2014 by the Company’s board of directors (the “Final Closing Date”). At each Closing with an exercise price respect to the Shares subscribed for hereby and accepted by the Company, the Company shall deliver to the Subscriber, the stock certificate for the Shares and the Warrants certificate. If the Company does not accept this subscription, in whole or in part, it will promptly refund to the Subscriber, without deduction therefrom, any subscription payment received from the Subscriber for the Shares, the subscription for which was not accepted by the Company.
(b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Shares from the Company set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of when this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted and executed by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver agrees to the Subscriber a certificate representing the issue such Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase . The subscription price will be repaid is payable by wire transfer pursuant to the Subscriber without interest.
following wire instructions. Bank’s Name and Address: Bank of America 000 Xxxxxxxxxx Xxxxxx San Francisco, CA 94104 Account #: 325000471314 ABA Routing #: 000000000 SWIFT: BOFAUS3N (cfor overseas transfers) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.Account Title: BioPharmX
Appears in 1 contract
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “SubscriberShares”) of its ordinary shares, no par value (the “Ordinary Shares”), intending (ii) a Warrant, in substantially the form delivered to be legally boundthe Investor herewith, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation such number of Ordinary Shares of the Company (the “CompanyPrimary Warrants”) _______ units and (iii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company contingent upon the consummation of certain events (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company"Contingent Warrants", and (ii) fifty warrants (together with the Primary Warrants, the “Warrants”), each to acquire one share of common stockset forth on the signature page hereto, par value $0.001 per share for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). The Ordinary Shares issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares".
(b) The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-164822 (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended) (each, a the “Common ShareRegistration Statement”), expiring no later than which Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), has remained effective since such date and is effective on the date hereof.
(c) On April 1, 2010 (the “Closing Date”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, and subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), dated March 3129, 2016 2010, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares and Warrants, less its commissions, upon receipt of the aggregate number of Shares purchased by the Investor via release by the Company of the Shares to Xxxx’x clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158 via DWAC delivery, which Xxxx will deliver, or cause to be delivered, to the Investor in accordance with an exercise price the instructions provided by the Investor on its executing broker’s account versus payment for such Shares. The Company shall deliver to Investor the Warrants in physical, certificated form to the address set forth on the signature page hereto, registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividendsany resale restrictions. Notwithstanding the foregoing, if any; all the Investor so requests, the Shares shall be delivered to the Investor in physical, certificated form to the address set forth on the signature page hereto, bearing such legends as appropriate under the circumstances. Such funds shall be delivered unless (i) the Placement Agreement is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stockpage, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in accuracy of the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted representations and warranties made by the CompanyInvestor in this Agreement, and (iii) the Registration Statement remaining in whole effect and no stop order proceedings with respect thereto being pending or in part, then, as soon as practicable following the acceptancethreatened. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the Company will deliver to the Subscriber a certificate representing the Shares “Transaction”) and the Warrants that Investor’s obligations are expressly not conditioned on the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, purchase by any or for any all such other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion investors of the Shares and Warrants that they have agreed to purchase from the Warrants for which Company. The Company shall file the Subscriber has subscribed final prospectus supplement and Form 6-K related to the offering and issue a press release announcing the Transaction prior to 9:30 a.m. Eastern Time on the date hereof. The Placement Agent shall have no rights in this Agreement. In such a case, the Company will deliver the portion or to any of the Shares and the Warrants that the Company has agreed to sell to the Subscriberfunds, and the balance except in respect of the purchase price will be repaid Company’s obligation to pay the Subscriber without interestPlacement Agent's fees.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase the number of shares (the “Shares”) of the Company’s Series A preferred stock, par value $.001 per share (“Series A Preferred Stock”), with the powers, preferences, rights, qualifications, limitations and restrictions as set forth in the certificate of designations in the form of Exhibit A hereto (the “Certificate of Designations”), set forth on the signature page hereto from Gyrotron TechnologyNuvel, Inc., formerly known as Harmony Metals, Inc., a Delaware Florida corporation (the “Company”) for the purchase price of $0.70 per share in connection with the Company’s offering of up to $5,000,000 in Series A Preferred Stock together with the right to receive warrants for no additional consideration (the “Offering”), in the form of Exhibit B hereto, granting subscriber the right to purchase a number of shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) equal to fifty percent (50%) of the number of shares of Common Stock into which the Shares are convertible (such warrants, the “Warrants;” together with the Series A Preferred Stock, the “Securities”). The Warrants will have an initial exercise price equal to $0.80 per share and shall be exercisable for a five (5) year period. In addition, the Shares and shares issuable upon exercise of the Warrants (the “Warrant Shares”) shall have the registration rights as provided in Section 4 hereof. This Subscription Agreement (the “Subscription Agreement”) together with the Exhibits constitutes the “Offering Documents.” This subscription is based solely upon the information provided in the Offering Documents and upon the Subscriber’s own investigation as to the merits and risks of this investment. The Subscriber shall deliver herewith duly executed copies of the signature pages to the following documents: (i) the Subscription Agreement, and (ii) the Accredited Investor Questionnaire & Form W-9. The Offering may be consummated at more than one closing to occur on a date as may be determined by the Company’s Board of Directors. Each such closing is referred to as a “Closing” and the date of each such Closing is referred to as the “Closing Date.” A final Closing shall be held by the Company on or before March 31, 2013 (the “Final Closing Date”). At each Closing with respect to the Shares subscribed for hereby and accepted by the Company, the Subscriber shall promptly deliver the subscription payments for the Shares to the Company and the Company shall promptly thereafter deliver to the Subscriber, the stock certificate for the Shares. If the Company does not accept this subscription, in whole or in part, the Company will promptly refund to the Subscriber, without deduction therefrom, any subscription payment received from the Subscriber for the Shares, the subscription for which was not accepted by the Company.
(b) Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the number of Shares from the Company set forth on the signature page hereof, and when this Agreement is accepted and executed by the Company, the Company agrees to issue such Shares to the Subscriber. The subscription price is payable by wire transfer to “Nuvel, Inc.” pursuant to the following wire instructions. Account Name: Nuvel Inc. Bank: __________________________ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred StockAddress: Xxx Xxxxx, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” toXX 00000 XXX Checking: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention__________________________ Domestic Routing #: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company__________________________ International Routing #: Bank__________________________ SWIFT Code: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.__________________________
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technologyi2 Telecom International, Inc., a Delaware Washington corporation (the “Company”) _), ______ units shares (the “UnitsShares”) each consisting of (i) one share of 10% Series F Convertible Redeemable Series B1 Preferred Stock, no par value $0.001 per Share share (the “Series B1 F Preferred Stock”), of the Company, and at a purchase price of $1,000 per Share. For each Share purchased by Subscriber, the Company will issue to Subscriber, for no additional consideration, a warrant to purchase ___________ shares (iiwhich shares have been adjusted to reflect the 1:10 reverse stock split effectuated by the Company) fifty warrants of common stock, no par value, of the Company (the “Common Stock”), which Warrant will be in substantially the form of Exhibit A attached hereto (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share . The rights and preferences of the Company (eachSeries F Preferred Stock are set forth in the Amended Certificate of Designations of Rights and Preferences of Preferred Stock Series F of the Company, a “Common Share”), expiring no later than March 31, 2016 with an exercise price copy of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are which is attached hereto as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsArticles of Incorporation”). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units up to $8,000,000 of Series F Preferred Stock and Warrants being conducted by the Company (the “Offering”). In addition, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at engage one or more placement agents to assist the Company’s discretionCompany in selling the Series F Preferred Stock and Warrants in the Offering, in which event, the Company may compensate any such placement agents in cash (not to exceed seven percent (7%)) of the dollar amount placed by such placement agent in the Offering and warrants to purchase up to seven percent (7%) of the Series F Preferred Stock and Warrants placed by such placement agent in the Offering.
1.3 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The initial closing of the Offering (the “Initial Closing”) was on April 27, 2009 (the “Initial Closing Date”). The Company may use broker-dealers hold additional interim closings after the Initial Closing provided that the terms of the Offering are the same for each closing. Any such interim closings are each hereinafter referred to as an “Additional Closing” and other agents shall occur on one or more dates each hereinafter referred to offer as an “Additional Closing Date.” The Initial Closing Date and sell the UnitsAdditional Closing Dates are each hereinafter sometimes referred to as a “Closing Date.” The last Closing is sometimes referred to herein as the “Final Closing.” The Company held Additional Closings on June 5, and/or finders identify 2009 and introduce potential August 27, 2009. Upon receipt by the Company of the requisite payment for all shares of Series F Preferred Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the Company. Compensation may satisfaction of certain conditions, the Series F Preferred Stock and Warrants so purchased will be paid to these persons issued in the amount name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such shares of Series F Preferred Stock and Warrants. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the shares of Series F Preferred Stock so purchased as well as a Warrant for the corresponding number of Warrants allocable to such holder.
1.4 Subscriber hereby agrees to be bound hereby upon (i) up to 6% of the gross proceeds execution and delivery to the Company of the Units that they have placed, signature page to be paid in cash and/or in Units, this Agreement and (ii) up to 4% of written acceptance on the number of Warrants purchased hereunder Initial Closing Date or an Additional Closing Date, as part of the Units. in additional Warrants The Company case may terminate the Offering at any time without prior notice. Alsobe, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but by the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this Subscriber’s subscription, it will do so promptly following its receipt and will return which shall be confirmed by faxing to the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior signature page to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two has been executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, (the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest“Subscription”).
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (1.1 On the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), basis of the Company, representations and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described set forth in this Subscription Agreement subscription agreement (this “Agreement”) and any other documents concerning ), the Company that have been furnished to the Subscriber concerning the Offering undersigned (the “Other Offer DocumentsSubscriber”) hereby irrevocably subscribes for and agrees to purchase units (each, a “Unit”), at a price of $0.40 per Unit (such subscription and agreement to purchase being the “Subscription”), for the aggregate subscription price as set out on page 8 of this Agreement (the “Subscription Amount”), which is tendered herewith.
1.2 Each Unit will consist of one common share (each, a “Share”), one share purchase warrant (each, a “First Warrant”) and one-half of one share purchase warrant (each whole warrant, a “Second Warrant”). The First Warrant will entitle the Subscriber to purchase, for a period of two years from issuance, one additional Share at an exercise price of $0.50 per Share and each whole Second Warrant will entitle the Subscriber to purchase, for a period of two years from issuance, one additional Share at an exercise price of $0.60 per Share. The Units, Shares, the First Warrants, the Second Warrants, and the Shares that issuable upon exercise of the First Warrants and the Second Warrants are collectively herein referred to as the “Securities”. The Securities referred to are the Securities subsequent to a 15 new for one old forward stock split of the Company’s common stock, which is expected to occur just prior to the time of issuance of the Units.
1.3 The Company hereby agrees to sell the Units to the Subscriber on the basis of the representations and warranties and subject to the terms and conditions set forth in this Agreement. Subject to the terms of this Agreement, the Agreement are will be effective upon its acceptance by the Company.
1.4 The Subscriber acknowledges that the Units have been offered as part of an offering of Units offer by the Company (the “Offering”)of up to 700,000 Units, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The or such other number of Units that securities as may be determined by the board of directors of the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion.
1.5 Unless otherwise provided, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior dollar amounts referred to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes in lawful money of the United States securities laws and cannot be transferred except as permitted under these lawsStates.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (ALKALINE WATER Co INC)
Subscription. (a) 1.1 The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., (i) 5,714,286 shares of the common stock of the Company at a Delaware corporation price per share of USD $0.175 (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred StockShares”), of the Company, and (ii) fifty 5,714,286 common stock purchase warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of USD $0.175 (the “A Warrants”) and (iii) 4,000,000 common stock purchase warrants with an exercise price of USD $0.25 (the “B Warrants” and collectively with the A Warrants, the “Warrants”) (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of USD $1,000,000 (the “Subscription Proceeds”). Each Warrant will entitle the holder to purchase one additional Share for a period of 24 months from the Closing Date; provided, however, that if at any time the average closing price for shares of the Company’s common stock as quoted on the OTC-Bulletin Board, or any successor quotation platform or exchange, in the United States, exceeds U.S. $1.00 per Common Sharefor a period of 10 trading days or more, at the Company shall have the right, upon written notice to the Subscriber, to reduce the exercise period of the Warrants to a price period of $35.00 per Unit, plus accrued dividends, if any; all as set forth 10 days beginning on the signature page hereofdate that such written notice is sent. Notwithstanding the foregoing, the Company shall not give such notice to the Subscriber unless the Company will be in a position, upon receipt from the Subscriber of the exercise price and any other documentation necessary to the exercise of the Warrants, to issue the shares of common stock of the Company underlying the Warrants (the “Underlying Shares”). The form Shares, Warrants and Underlying Shares together referred to herein as the “Securities”.
1.2 On the basis of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, representations and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription paymentset forth herein, the Company will withhold from hereby irrevocably agrees to sell the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubtShares, for payments received prior Warrants and Underlying Shares to the filing of the COD, dividends accruing pro forma Subscriber.
1.3 Subject to the date of receipt of payment terms hereof, the Subscription will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted effective upon its acceptance by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) 1.4 The Subscriber may not withdraw this subscription or any amount paid pursuant theretoform of A Warrant and B Warrant are attached hereto as Exhibit A and Exhibit B, respectively.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (FNDS3000 Corp)
Subscription. (a) The undersigned subscriber 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, _____________________ (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting at a price per Unit of US$0.50 (such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of US$_______ (the “Subscription Proceeds”).
1.2 Each Unit will consist of (i) one common share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (in the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share capital of the Company (each, a “Common Share”), expiring no later than March 31(ii) one non-transferable common share purchase warrant (each, 2016 with an exercise price a “55 Cent Warrant”) entitling the holder thereof to purchase one share of $1.00 per Common common stock of the capital of the Company (each, a “55 Cent Warrant Share”), as presently constituted, for a period of twenty-four months commencing from the Closing (as defined below), at a price per 55 Cent Warrant Share of $35.00 per UnitUS$0.55 and (iii) one non-transferable common share purchase warrant (each, plus accrued dividendsa “60 Cent Warrant” and, if any; all as set forth on together with the signature page hereof. The form of Certificate of Designation (55 Cent Warrants, the “CODWarrants”) entitling the holder thereof to purchase one share of common stock of the capital of the Company (each, a “60 Cent Warrant Share” and, together with the 55 Cent Warrant Shares, the “Warrant Shares”), as presently constituted, for a period of thirty-six months commencing from the Series B1 Preferred StockClosing (as defined below), at a price per 60 Cent Warrant Share of US$0.60. Certificate(s) representing the 55 Cent Warrants will be in the form attached as Exhibit A hereto and Certificate(s) representing the Warrant Agreement for 60 Cent Warrants will be in the Warrants are form attached as Exhibit B hereto. The Shares, Warrants and C respectively the Warrant Shares are collectively referred to as the “Securities”.
1.3 On the basis of the representations and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning set forth herein, the Company that have been furnished hereby irrevocably agrees to sell the Units to the Subscriber concerning Subscriber.
1.4 Subject to the Offering (terms hereof, the “Other Offer Documents”)Subscription will be effective upon its acceptance by the Company. The Shares Subscriber acknowledges that are the subject of this Agreement are part of an offering of Units by the Company contemplated hereby (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell ) is at the Company’s discretion. The Company may use broker-dealers and other agents not subject to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this minimum aggregate subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawslevel.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (PointStar Entertainment Corp.)
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “SubscriberShares”) of its ordinary shares, no par value (the “Ordinary Shares”), intending (ii) a Warrant, in substantially the form delivered to be legally boundthe Investor herewith, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation such number of Ordinary Shares of the Company (the “CompanyPrimary Warrants”) _______ units and (iii) a Warrant, in substantially the form delivered to the Investor herewith, to purchase such number of Ordinary Shares of the Company contingent upon the consummation of certain events (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company"Contingent Warrants", and (ii) fifty warrants (together with the Primary Warrants, the “Warrants”), each to acquire one share of common stockset forth on the signature page hereto, par value $0.001 per share for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). The Ordinary Shares issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares".
(b) The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form F-3, Registration No. 333-164822 (together with any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act of 1933, as amended) (each, a the “Common ShareRegistration Statement”), expiring no later than which Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), has remained effective since such date and is effective on the date hereof.
(c) On April 1, 2010 (the “Closing Date”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended, and subject to the satisfaction or waiver of all of the closing conditions set forth in the Placement Agency Agreement (the “Placement Agreement”), dated March 3129, 2016 2010, by and among the Company and the placement agent named therein (the “Placement Agent”), the Placement Agent will disburse, or cause to be disbursed, to the Company an amount equal to the Purchase Price for such Shares and Warrants, less its commissions, upon receipt of the aggregate number of Shares purchased by the Investor via release by the Company of the Shares to Xxxx’x clearing firm, Ridge Clearing & Outsourcing Solutions DTC 0158 via DWAC delivery, which Xxxx will deliver, or cause to be delivered, to the Investor in accordance with an exercise price the instructions provided by the Investor on its executing broker’s account versus payment for such Shares. The Company shall deliver to Investor the Warrants in physical, certificated form to the address set forth on the signature page hereto, registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividendsany resale restrictions. Notwithstanding the foregoing, if any; all the Investor so requests, the Shares shall be delivered to the Investor in physical, certificated form to the address set forth on the signature page hereto, bearing such legends as appropriate under the circumstances. Such funds shall be delivered unless (i) the Placement Agreement is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the aggregate purchase price for the Shares and Warrant being purchased hereunder as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stockpage, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription paymentaccuracy of the representations and warranties made by the Investor in this Agreement, and (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the form of:
(x“Transaction”) a check payable and the Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of the Shares and Warrants that they have agreed to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions purchase from the Company. The Company shall file the final prospectus supplement and Form 6-K related to the offering and issue a press release announcing the Transaction prior to 9:30 a.m. Eastern Time on the date hereof. The Placement Agent shall have no rights in or to any of the funds, except in respect of the Company: Bank: Xxxxx Fargo Bank’s obligation to pay the Placement Agent's fees. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced Notwithstanding the foregoing, since the Investor is an affiliate of the Company, the closing of the issuance and sale of Shares and Warrants to the Company or other amounts due Subscriber from Investor shall be subject to approval of the Company. If this subscription is accepted 's shareholders pursuant to Israeli law and shall occur, if such approval shall be obtained, on the business day immediately following the date of such approval at a meeting of shareholder to be convened promptly by the Company, . The Investor shall nevertheless wire the Purchase Price to an account to be designated in whole or in part, then, as soon as practicable writing by the Company promptly following the acceptanceexecution of this Agreement, which funds shall be held in escrow pending the result of said shareholder meeting. The investor hereby undertakes to vote his Ordinary Shares at said shareholder meeting in favor of the relevant proposal. At the closing, if it shall occur, the Company will deliver shall issue to the Subscriber Investor a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestbearing an "affiliate legend".
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “SubscriberShares”) of the Company’s ordinary shares, $0.001 par value per share (the “Ordinary Shares”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) hereto, for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering an aggregate purchase price (the “Other Offer DocumentsPurchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form F-1, Registration No. 333-205894 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares that and acceptance of Investors subscription. The prospectus, however, is subject to change. A final prospectus and/or prospectus supplement will be delivered to the Investor as required by law. The Ordinary Shares are being offered by Bxxxxxx Securities Inc. and Network 1 Financial Securities, Inc, (the subject “Underwriters”) as underwriters on a “best efforts, all or none basis”. The completion of this Agreement are part the purchase and sale of an offering of Units the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriter in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “OfferingExchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Underwriting Agreement and Registration Statement, on a best efforts basis. There are 80,000 shares at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at immediately available funds to the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder escrow account per wire instructions as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A)line below, and (ii) the subscription payment, in Company shall cause the form of:
(x) a check payable Shares to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions be delivered to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to Investor with the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the physical delivery of certificates evidencing the Shares to the residential or business address indicated thereon). The Underwriter and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with rule 15c2-4. As per rule 15c2-4 and notice to members 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, we cannot insure the investors will forward their respective monies as per the Rule. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the Warrants offering does not close for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell any reason prior to the SubscriberTermination Date set forth in the final Registration Statement, and the balance of the purchase price all funds will be repaid returned to investors promptly in accordance with the Subscriber without interestescrow agreement terms and applicable law.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Subscriber”"Shares") of common shares, $.001 par value per share (the "Common Shares"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technologyof Boulder Acquisitions, Inc., a Delaware Nevada corporation (the “"Company”) _______ units "), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the “Units”) each consisting "Purchase Price"), such Purchase Price being equal to the product of (i) one share the number of 10% Convertible Redeemable Series B1 Preferred Stock, par Common Shares subscribed for by the Subscriber and (ii)current fair market value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share shares of common stock, par value $0.001 per share Common Shares. Subscriber has made or will make payment by wire transfer of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made funds in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to in the full amount of the Purchase Price of the Common Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer Documents”"Payment"). The Shares that are the subject of this .
1.2 This Agreement are is part of an isolated offering of Units Common Shares being conducted by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), provided afforded by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the .
1.3 The Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes will hold closing of the United States securities laws and cannot be transferred except offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as permitted under these lawsa "Closing Date.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined " Upon receipt by the Company in its discretionof the requisite payment for all Common Shares to be purchased by the Subscriber, the Company may determine to accept a subscription for only a portion Common Shares so purchased will be issued in the name of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance name of the purchase price Subscriber will be repaid registered on the stock transfer books of the Company as the record owner of such Common Shares. The Company will promptly thereafter issue to the Subscriber without interestparticipating in such closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (ci) The execution and delivery to the Company of the signature page to this Agreement and (ii) written acceptance on the Closing Date by the Company of Subscriber's subscription, which shall be confirmed by faxing to the Subscriber may not withdraw the signature page to this subscription or any amount paid pursuant theretoAgreement that has been executed by the Company (the "Subscription").
Appears in 1 contract
Subscription. (a) 1.1. The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation the number of shares (the “Company”"Shares") _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 .01 per share ("Common Stock"), of Datametrics Corporation, a Delaware corporation (the "Company"), indicated on the signature page hereto at the purchase price per share set forth on such signature page. The undersigned encloses herewith a check or money order payable to the Company (or has made payment by wire transfer of funds in accordance with instructions from the Company) in the full amount of the purchase price of the Shares for which the undersigned is subscribing (the "Payment").
1.2. The undersigned understands that each Payment by check or money order as provided in Section 1.1 above shall be delivered to the Company and, thereafter, such Payment will be held for the undersigned's benefit by the Company, but the undersigned will not earn interest on any funds so held. The Company may hold an initial closing of the Offering (the "Initial Closing") after subscriptions for at least 1,000,000 Shares have been accepted by the Company (the "Minimum Offering"). The Company may hold additional interim closings after the Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted by the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, "Purchaser") at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with Additional Closing Dates and subject to the terms satisfaction of certain conditions, the Shares so purchased will be issued in the name of each such Purchaser, and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the name of such Purchaser will be registered on the stock transfer books of the Company that have been furnished to as the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject record owner of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretionsuch Shares. The Company may use broker-dealers will issue to each Purchaser a stock certificate for the Shares purchased.
1.3. The undersigned hereby agrees to be bound hereby upon execution and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds delivery to the Company of the Units signature page to this Subscription Agreement. The undersigned understands that they have placedthe Company will not be bound to issue any shares of Common Stock to the undersigned, to be paid in cash and/or in Unitsunless and until the Company accepts, and (ii) up to 4% of on the number of Warrants purchased hereunder Initial Closing Date or an Additional Closing Date, as part of the Units. in additional Warrants The Company case may terminate the Offering at any time without prior notice. Alsobe, the Companyundersigned's subscription to purchase shares of Common Stock (the "Subscription").
1.4. The undersigned agrees that the Company may, in its sole and absolute discretion, may accept reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to or reject this subscription for Shares further consent by the undersigned. The undersigned hereby irrevocably constitutes and Warrants in whole appoints the Chairman or in part for any reason, but the President of the Company will issue Shares acting singly, in each case with full power of substitution, the true and Warrants in respect lawful agent and attorney-in-fact of all subscriptions accepted prior to such termination. If the Company decides to reject this subscriptionundersigned, it will do so promptly following its receipt with full power and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment authority in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription paymentundersigned's name, the Company will withhold from the dividend payments otherwise payable place and stead to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubtamend this Subscription Agreement, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription paymentincluding, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a each case, the Company will deliver the portion undersigned's signature page thereto, to effect any of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance foregoing provisions of the purchase price will be repaid to the Subscriber without interestthis Section 1.4.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. Bancorp covenants in favor of AltaRex and Medical that;
(a) The undersigned subscriber (it shall, prior to the “Subscriber”)Closing Time, intending secure financing, which is to be legally boundapplied, hereby irrevocably subscribes immediately following the Effective Time, to purchase from Gyrotron Technologycomplete the subscription for the Notes and such number of AltaRex New Common Shares so as to constitute 45% of the voting shares of Twin Butte following the completion of the Arrangement, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting for total subscription proceeds of $6,150,000; provided that,
(i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts post-Closing basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The , the number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of of:
(iA) up to 6Notes owned by Bancorp shall equal 100% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and Notes;
(iiB) up to 4AltaRex New Common Shares owned by Bancorp will equal 45% of the number outstanding AltaRex New Common Shares; and
(C) AltaRex New Common Shares owned by the original shareholders of Warrants purchased hereunder as part AltaRex will equal 55% of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.AltaRex New Common Shares;
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription paymentamount of $6,150,000 shall be deposited into trust with Xxxxxxx Xxxxx LLP (“BJ”), in the form ofcounsel to Bancorp, prior to Closing and shall be advanced as follows:
(xA) a check payable $5,045,000 (the “Medical Transfer Amount”) shall be released by BJ to “Gyrotron TechnologyAltaRex for the purpose of subscribing for shares of Medical at the Effective Time, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxxsubject to subsection (iii) below; orand
(yB) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) $1,105,000 shall be retained by agreeing to accept Units AltaRex for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable ongoing working capital following the acceptanceArrangement;
(iii) an amount equal to $50,000 shall be withheld from the Medical Transfer Amount and shall be retained by BJ for the payment of any third party accrued liabilities or accounts payable of AltaRex up to and including the Closing Date which remain unpaid at the Closing (the “Closing Debts”). BJ, on behalf of AltaRex, shall pay the amount of any Closing Debts as they come due and AltaRex shall provide Medical with a full and complete accounting respecting all payments (including copies of all third party invoices in respect of the Closing Debts) made pursuant to this subsection; and
(iv) notwithstanding anything contained in subsection (iii), the Company will deliver amount of any holdback under subsection (iii) less the amount of any Closing Debts paid shall be remitted to Medical 60 days after the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestClosing Date.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. The Purchaser hereby tenders to the Company this Subscription Agreement which, upon acceptance by the Company, will constitute an irrevocable agreement of the Purchaser to purchase from the Company and, of the Company to sell to the Purchaser, the number of subscription receipts of the Company (a“Subscription Receipts”) The undersigned subscriber set out on the face page hereof (the “SubscriberPurchaser’s Securities”) at the price of $0.60 per Purchaser’s Security (the “Purchase Price”), intending all on the terms and subject to the conditions set out in this Subscription Agreement. Each Subscription Receipt shall be legally boundautomatically exercised (without any further action by the holders thereof) for one unit of the Company (a “Unit”) without payment of any consideration in addition to the Purchase Price of such Subscription Receipt, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., upon the completion of the acquisition of the La Libertad gold mine in Nicaragua (“La Libertad”) and a Delaware corporation 60% interest in the Cerro Quema gold deposit in Panama (the “CompanyAcquisition”) _______ units on terms previously disclosed and otherwise reasonably acceptable to the Underwriters, including, for greater certainty, the delivery to the Underwriters of a favourable legal opinion with respect to title of La Libertad (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred StockEscrow Condition”), . Each Unit will consist of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant a “Warrant”), expiring no later than March 31, 2016 with an exercise . Each Warrant shall entitle the holder to purchase one common share of the Company (a “Warrant Share”) for a purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on 0.80 until the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount earlier of (i) up to 6% of two years following the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and Closing Date (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit Ahereinafter defined), and (ii) at the subscription paymentoption of the Company, in the form of:
date that is 30 days following provision of notice to warrantholders from the Company that the closing price of its common shares on the TSX (xas hereinafter defined) a check payable has been at least $1.20 for 30 consecutive trading days (such notice not to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions be provided prior to the Company: Bank: Xxxxx Fargo Bankdate which is four months and one day following the Closing Date), subject to adjustment in certain events. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or The gross proceeds of the Offering less the Underwriters’ Commission (zas hereinafter defined) (the “Escrowed Proceeds”) will be held in escrow on behalf of the Purchasers by agreeing an escrow agent acceptable to accept Units for funds previously advanced the Lead Underwriter in an interest bearing account. The Escrowed Proceeds (and accrued interest) will be released to the Company or other amounts due Subscriber from Companyupon satisfaction of the Escrow Condition, at which time each Subscription Receipt shall automatically be exercised for one Unit. If this subscription the Escrow Condition is accepted not satisfied on or before 5:00 p.m. (Toronto time) on July 31, 2006 (the “Escrow Deadline”), the Escrowed Proceeds (plus accrued interest) shall be used by the Company, Company to repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the Purchase Price thereof plus a pro rata amount of any interest accrued in whole or in part, then, as soon as practicable following respect of the acceptanceEscrowed Proceeds to the date of redemption. To the extent that the Escrowed Proceeds (plus accrued interest) are not sufficient to purchase all of the Subscription Receipts, the Company will deliver contribute such amounts as are necessary to satisfy any shortfall. The Subscription Receipts shall be created and issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into between Equity Transfer Services Inc. (or such other trust company as may be acceptable to the Subscriber a certificate representing the Shares Company and the Lead Underwriter), in its capacity as subscription receipt agent thereunder, the Lead Underwriter and the Company to be dated as of the Closing Date (as hereinafter defined). The specific attributes of the Subscription Receipts shall be set forth in the Subscription Receipt Agreement. The Warrants shall be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) to be entered into between Equity Transfer Services Inc. (or such other trust company as may be acceptable to the Company and the Lead Underwriter), in its capacity as warrant agent thereunder and the Company to be dated as of the Closing Date. The specific attributes of the Warrants shall be set forth in the Warrant Indenture. The Purchaser (and, if applicable, such others on behalf of whom it is contracting hereunder) acknowledges and agrees that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion rights of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion holders of the Shares and Subscription Receipts may be modified under the Warrants that the Company has agreed Subscription Receipt Agreement pursuant to sell to the Subscriber, and the balance an extraordinary resolution approved either by holders of Subscription Receipts representing at least 66 2/3% of the purchase price will be repaid to outstanding Subscription Receipts that attend or are represented at a duly convened meeting of Subscription Receipt holders or by written consent of holders of Subscription Receipts representing at least 66 2/3% of the Subscriber without interestoutstanding Subscription Receipts.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _____________________ units (the “Units”) each consisting at a price per Unit of US$2.25, (i) one share such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share US$ _______ (the “Series B1 Preferred StockSubscription Proceeds”), .
1.2 Each Unit will consist of one common share in the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share capital of the Company (each, a “Common Share”) and two common share purchase warrants (each, a “Warrant”) subject to adjustment. Each Warrant shall be transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Sharethirty-six months commencing from the Closing (as defined hereafter), at a price per Warrant Share of $35.00 per UnitUS$3.25 and US$5.25 respectively. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, Warrants and the Warrant Agreement Shares are referred to as the “Securities”.
1.3 After the Warrant Shares have been registered and qualified for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made resale in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion10.1, the Company may determine to accept a subscription for only a portion require holders of Warrants, at any time following the date that the closing price of the Shares and as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the “Closing Price”) has averaged at or above US$4.00 or US$6.25 for the corresponding Warrants for a period of twenty consecutive trading days, to exercise the Warrants for and acquire Warrant Shares at the applicable price per Warrant Share. The Warrants must be exercised within five (5) business days of receipt of notice from the Company, after which time the Subscriber has subscribed in this AgreementWarrants shall be cancelled if unexercised. In such a caseAs used herein, “Principal Market” shall mean The National Association of Securities Dealers Inc.'s OTC Bulletin Board, the Company will deliver Nasdaq SmallCap Market, or the portion American Stock Exchange. If the Common Shares are not traded on a Principal Market, the Closing Price shall mean the reported Closing Price for the Common Shares, as furnished by the National Association of Securities Dealers, Inc., for the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestapplicable periods.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eden Energy Corp)
Subscription. (a) 1.1 The undersigned subscriber (the “Subscriber”)Purchaser, intending to be legally boundbound hereby, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation for One Million (1,000,000) shares (the “CompanyShares”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share (the “Common Stock”), of the Company (each, at a “Common Share”), expiring no later than March 31, 2016 with an exercise purchase price of $1.00 2.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in set forth below. The closing of the transactions contemplated by this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “OfferingClosing”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is shall be held at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to offices of the Company. Compensation , no later than on December 1, 2007, at 10:00 A.M., or such other place, date and time as the parties hereto may be paid to these persons otherwise agree.
1.2 At Closing, the Purchaser will deliver payment for the Shares as follows:
(i) cash or other form of certified funds in the amount of One Million Dollars (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and $1,000,000); and
(ii) up to 4% delivery of Two Hundred Thousand (200,000) shares of fully paid, non-assessable restricted shares of the number of Warrants purchased hereunder as part Purchaser’s common stock. Such shares of the Units. in additional Warrants The Company may terminate Purchaser’s common stock have been valued at $5.00 per share based upon the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery trading price of the SubscriberPurchaser’s subscription payment, common stock on the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. Nasdaq® Capital Market.
1.3 THE SHARES AND THE WARRANTS BEING SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE OR OTHER JURISDICTION, SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFULA CRIMINAL OFFENSE. THE SHARES AND THE WARRANTS THESE ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. SPECULATIVE SECURITIES.
1.4 The Subscriber understands Purchaser acknowledges that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is a holding company with three operating subsidiaries: Rubicon Real Estate and Mortgages, Inc.; Rubicon Financial Insurance Services, Inc.; and Dial-A-Cup, Inc. However, the Company has cash flow deficiencies and anticipates relying on continued equity financing to support its operations. Therefore, there can be no assurances that the representations made by Company will ever develop its operations as currently contemplated to a point of generating positive cash flow sufficient to support its operations. The Purchaser acknowledges that an investment in the Subscriber Shares is extremely speculative and that there is a substantial likelihood that the Purchaser will lose its entire investment.
1.5 The Company is a financial services holding company. Its goal is to become a “Single Source Provider” (SSP) of distinct and diverse financial services, bundled together for client convenience. The Company believes that the economy of efficiencies that is anticipated to exist between the various subsidiaries will increase its bottom line while lowering costs. The Purchaser acknowledges that, even upon the purchase of the Shares, there can be no assurances that the Company will be able to accomplish any of the goals described in its SEC filings. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in the Company’s SEC filings and other information the Company has prepared, including its business plan and confidential private placement memorandum.
1.6 The Company intends to use the net proceeds from the sale of the Shares, after deduction for legal and other miscellaneous costs related to the sale of the Shares, as working capital to accomplish the objectives described in its SEC filings. Purchaser expressly acknowledges that the use of proceeds from this Agreement will be solely at the discretion of management. There can be no assurances that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes Company will be able to accomplish any of the United States securities laws and cannot be transferred except as permitted under these lawsobjectives described in its SEC filings.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (1.7 Purchaser expressly covenants and agrees that it will reasonably regard and preserve as confidential any and all information, including Exhibit A)but not limited to trade secrets, marketing and (ii) the subscription paymentsales information, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions pertaining to the Company: Bank: Xxxxx Fargo Bank’s business, including, but not limited to the information contained in its SEC filings, confidential private placement memorandum and such other information relating thereto which may be provided, directly or indirectly, to the Purchaser (“Confidential Information”). Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 Purchaser further covenants that it shall not, without the written authority of the Company, use for Purchaser’s own benefit or (z) by agreeing purposes or disclose to accept Units for funds previously advanced others, at any time, any such Confidential Information. In the event that Purchaser shall not purchase the Shares on the terms and conditions described in this Agreement, or upon request of the Company, Purchaser shall return to the Company all written information provided to Purchaser by or other amounts due Subscriber from Company. If this subscription is accepted by the regarding Company, in whole and shall not retain any copies or in partrecord (electronic or otherwise) thereof.
1.8 The authorized capital of the Company is Fifty Million (50,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. As of September 30, then, as soon as practicable following the acceptance2007, the Company had issued and outstanding approximately nine million seven hundred twenty-four thousand two hundred seventy-three (9,724,273) shares of Common Stock and no shares of Preferred Stock. Further, the Company had authorized five hundred fourteen thousand seven hundred ninety (514,790) shares of Common Stock for issuance as of September 30, 2007. In addition, the Company intends to issue up to an additional one million (1,000,000) shares of Common Stock through this Agreement and is currently offering up to an additional two million (2,000,000) shares through a confidential private placement memorandum dated October 8, 2007. In addition, the Company has entered into a merger agreement and non-binding letters of intent to acquire several private companies in the financial services industry, which if successful, will deliver result in the issuance of up to two million three hundred fifty thousand (2,350,000) shares of the Subscriber a certificate representing Company’s Common Stock as of the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy date of this Agreement. If The Purchaser expressly acknowledges the Offering is oversubscribed, or for any other reason determined by intentions of the Company in its discretionto issue the shares described herein, additional shares not described herein and understands the Company may determine to accept a subscription for only a portion dilutive impact of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestshare issuances on Purchaser’s investment decision being made hereby.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units Investor such number of Units (the “Units” and each a “Unit”) ), each Unit consisting of (iA) one share of 10% Series B Convertible Redeemable Series B1 Preferred Stock, par value $0.001 0.00001 per Share share (the “Series B1 Preferred Stock”), such Preferred Stock to have the relative rights, preferences, limitations and other designations set forth in the Certificate of Designations, Preferences and Rights, and (B) 0.5 Warrants (the “Warrants”) to purchase one share (the “Warrant Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Units the Investor has agreed to purchase and (y) the purchase price per Unit as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Units have been registered on a Registration Statement on Form S-1, Registration No. 333-208650 (the “Registration Statement”). The Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”) and is effective on the date hereof. A final prospectus supplement will be delivered to the Investor as required by law. The completion of the purchase and sale of the Units (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Xxxx Capital Partners, LLC (the “Placement Agent”), in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Agreement, at the Closing, (i) the Investor shall pay the Purchase Price by wire transfer of immediately available funds to the Company’s bank account per wire instructions as provided by the Company, and (ii) fifty warrants the Company shall cause the (a) Preferred Stock to be delivered to the “Warrants”), each to acquire one share of common stock, par value $0.001 per share Investor with the delivery of the Company (each, a “Common Share”), expiring no later than March 31, 2016 Preferred Stock to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page hereof. The form of Certificate of Designation attached hereto under the heading “DWAC Instructions” (“COD”) for the Series B1 Preferred Stockor, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units if requested by the Company (the “Offering”), Investor on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page hereto, through the physical delivery of this Agreement (including Exhibit Acertificates evidencing the Common Stock to the residential or business address indicated thereon), and (iib) the subscription payment, in the form of:
(x) a check payable Warrants to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions be delivered to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA NoInvestor through the physical delivery of warrants.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber person (the “SubscriberPurchaser”) named on the front of this subscription agreement (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyWorldwide Stages, Inc., a Delaware Tennessee corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share certain shareholders of the Company (each, a the “Common ShareSelling Shareholders”), expiring no later than March 31, 2016 with an exercise price the number of $1.00 per shares of the Company’s Class B Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Stock (the “Class B Stock”) set forth on the signature page hereoffront of this Subscription Agreement at a purchase price of $10.00 (USD) per share and upon the terms and conditions herein. The form rights of Certificate of Designation the Class B Stock are as set forth in the Company’s Charter, which is an exhibit to the Offering Statement on Form 1-A (the “Offering Statement”) filed by the Company with the U.S Securities and Exchange Commission (“CODSEC”) for ), a copy of which the Series B1 Preferred Purchaser has received and read. The minimum subscription is $1,000.00, or 100 shares of Common Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished , relating to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an exempt offering of Units by the Company and the Selling Shareholders named in the Offering Statement of up to 7,500,000 shares of the Class B Stock for maximum aggregate gross proceeds of $75,000,000 (the “Offering”). In the Offering, on a best efforts basisthe Company is offering up to 6,000,000 shares of the Class B Stock. The Selling Shareholders are offering up to 1,500,000 shares of the Securities. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that is no minimum required offering amount and the Company may offer and/or sell is at accept subscriptions until the Company’s discretiontermination of the Offering in accordance with its terms (the “Termination Date”). The Company may use broker-dealers elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). Upon the basis of the representations and other agents warranties, and subject to offer the terms and conditions, set forth herein, the Company agrees to issue and sell the Units, and/or finders identify and introduce potential subscribers Securities to the Company. Compensation may be paid to these persons in Purchaser on a Closing Date (the amount of “Closing”) for the aggregate purchase price set forth on the front page hereto (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTSubscription Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions described hereof, at the Closing (as defined below), Subscriber hereby agrees to irrevocably subscribe for and purchase from the Issuer, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Shares (such subscription and issuance, the “Subscription”)[; provided, that Subscriber shall purchase from the Issuer, and the Issuer will sell to the Subscriber, an additional number of shares of Class A common stock that would result in the Purchase Price increasing by an amount (such amount, the “Backstop Amount”) that is equal to the aggregate redemption price for all shares of Class A common stock submitted by the Issuer’s public shareholders for redemption in connection with the consummation of the Transactions; provided, further, that in no event will the Backstop Amount exceed $150,000,000.00.] As used in this Subscription Agreement (this except where the context otherwise requires), “Agreement”) and any other documents concerning the Company that have been furnished Purchase Price” shall refer to the Subscriber concerning aggregate purchase price set forth on Subscriber’s signature page hereto [as increased by the Offering (Backstop Amount, if any, and] “Shares” shall refer to the “Other Offer Documents”). The number of shares of Class A common stock set forth on Subscriber’s signature page hereto [as increased by the number of Shares that are equal to the subject Backstop Amount, if any, divided by $10.00, in each case after giving effect to rounding to eliminate the purchase or issuance of partial shares of Class A common stock].1 Concurrent with the execution of this Agreement are part of an offering of Units by Subscription Agreement, the Company (the “Offering”)Issuer shall, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Companyupon Subscriber’s discretion. The Company may use broker-dealers and other agents to offer and sell the Unitsrequest, and/or finders identify and introduce potential subscribers provide to the Company. Compensation may be paid to these persons in the amount of Subscriber: (i) up to 6% of the gross proceeds to the Company of the Units that they have placeda duly completed and executed Internal Revenue Service Form W-9 or Form W-8BenE, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), applicable and (ii) the subscription paymentnames, in the form of:
(x) a check payable telephone numbers and email addresses of two Issuer contacts to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA Nobe used for wiring verification purposes.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (CBRE Acquisition Holdings, Inc.)
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”), intending to be legally bound, hereby irrevocably subscribes to ) will purchase from Gyrotron Technology, Inc., a Delaware corporation Orbital Tracking Corp. (the “Company”) _______ units (the “Units”) each consisting number of (i) one share shares of 10% Convertible Redeemable Series B1 J Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share Stock of the Company (each, a the “Common ShareShares”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all ) as set forth on the signature page hereofto this Subscription Agreement, at a purchase price of $10.00 per share (the “Purchase Price”). The form shares of Common Stock underlying the Preferred Stock may hereinafter be referred to as the “Conversion Shares”). The Preferred Stock shall have the rights and preferences as set forth in the Certificate of Designation of Preferences, Rights and Limitations (the “COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B A hereto. Please note that, as a result of the Company’s recent reverse split, the Conversion Price for the Shares has been automatically adjusted to $1.50 per share of common stock, or approximately 6.67 shares of common stock for each share of Series J Preferred Stock. The Subscription Agreement and C respectively the COD are collectively referred to as the “Transaction Documents. The Shares are being offered (the “Offering”) by the Company pursuant to this Subscription Agreement. The Shares were initially offered subject to a minimum offering amount of $500,000, which has been met. The initial offering raised $546,694 of the maximum $1,250,000, making the maximum remaining for this offering to be $703,306. The Offering is ongoing and the Company is continuing to accept additional subscriptions up to a final total of $1,250,000 (the “Maximum Offering Amount”). Upon acceptance of additional subscriptions by the Company, all references funds paid shall be immediately available to their terms are qualified the Company for its use. The Company shall continue to accept, and continue to have closings (each a “Closing”) for, subscriptions for Securities from investors from time to time up to Maximum Offering Amount. The Shares will be continue to be offered for a period (the “Continuing Offering Period”) commencing on the date of this Subscription Agreement and continuing until the earliest of (i) the date upon which subscriptions for the Maximum Offering offered hereunder have been accepted, or (ii) the date upon which the Company elects to terminate the Offering (the “Termination Date”), subject to the right of the Company to extend the Offering until as late as June 10, 2018 (the “Final Termination Date”), without further notice to or consent by investors.. This period shall be referred to herein as the “Offering Period.” The minimum investment amount that may be purchased by an investor is $25,000 (the “Investor Minimum Investment”); provided however, the Company, in their entirety by reference to said exhibitsits discretion, may accept an investor subscription for an amount less than the Investor Minimum Investment. This The subscription is for the Shares will be made in accordance with and subject to the terms and conditions described in of this Subscription Agreement Agreement. In the event that (this “Agreement”i) and any other documents concerning the Company that have been furnished to the Subscriber concerning subscriptions for the Offering are rejected in whole (at the “Other Offer Documents”sole discretion of the Company). The , (ii) no Shares that are subscribed for prior to June 10, 2018, or (iii) the subject of this Agreement are part of an offering of Units Offering is otherwise terminated by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers prior to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% expiration of the gross proceeds Continuing Offering Period or, if extended, prior to the Company of the Units that they have placedFinal Termination Date, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but then the Company will issue Shares and Warrants in respect of refund all subscriptions accepted prior subscription funds held by it to the persons who submitted such terminationfunds, without interest, penalty or deduction. If a subscription is rejected in part (at the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery sole discretion of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2Company) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on accepts the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and canportion not be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptanceso rejected, the Company will deliver to funds for the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a rejected portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price subscription will be repaid to the Subscriber returned without interest, penalty, expense or deduction.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) Subject to the terms and conditions of this Subscription Agreement, the undersigned, a director or officer of The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron TechnologyAlpine Group, Inc., a Delaware corporation (the “"Company”) _______ units ("), or a subsidiary thereof, hereby agrees to purchase, for $380.00 per share, that number of shares of the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred StockCompany's series A preferred stock, par value $0.001 1.00 per Share share (the “Series B1 "Preferred Stock”"), set forth opposite the undersigned's name on Exhibit A hereto. The offer and sale of Preferred Stock pursuant to this Subscription Agreement is part of an offering of Preferred Stock being made by the Company to all of the directors of the Company and certain of the officers of the Company or a subsidiary thereof. The terms and provisions of the Preferred Stock are currently expected to be substantially as described on Exhibit B hereto.
(b) The Company has also advised the undersigned that it currently intends to engage in an exchange offer (the "Exchange Offer"), whereby the holders of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of 's common stock, par value $0.001 .10 per share (the "Common Stock"), may exchange their shares of Common Stock for a new issue of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofCompany's 6% subordinated notes. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning provisions of the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% subordinated notes and of the gross proceeds to the Company of the Units that they have placed, Exchange Offer are currently expected to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder substantially as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying described on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestC hereto.
(c) The Subscriber may undersigned has also been advised that the Company intends to offer (the "Rights Offering") to its stockholders (other than such directors and officers, as provided by Section 1(d) hereof) the right to subscribe for shares of Preferred Stock in proportion to their current ownership of Common Stock. It is anticipated that each such stockholder will have the right to subscribe for one share of Preferred Stock for each 500 shares of Common Stock owned by such stockholder. The Rights Offering will be made pursuant to a registration statement filed with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 (the "Securities Act"). The terms and provisions of the Rights Offering are currently expected to be substantially as described on Exhibit B hereto.
(d) In view of the opportunity of the undersigned to subscribe for shares of Preferred Stock hereunder, the undersigned hereby agrees with the Company that: (i) the undersigned will not withdraw this subscription participate in the Exchange Offer and (ii) the undersigned will not exercise or any amount paid pursuant theretotransfer his or her rights with respect to the Rights Offering.
(e) The undersigned understands that there can be no assurance that the Company will consummate the Rights Offering or the Exchange Offer on the terms set forth on Exhibits B and C, respectively, or at all.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) __________________ units (the “Units”) each consisting at a price per Unit of US$1.50 (i) one share such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share US$_________________ (the “Series B1 Preferred StockSubscription Proceeds”), .
1.2 Each Unit will consist of one common share in the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share capital of the Company (each, a “Common Share”) and one-half of one common share purchase warrant (each whole share purchase warrant, a “Warrant”) subject to adjustment. Each whole Warrant shall be non-transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Sharetwelve months commencing from the Closing (as defined hereafter), at a price per Warrant Share of $35.00 per UnitUS$2.00. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, Warrants and the Warrant Agreement Shares are referred to as the “Securities”.
1.3 After the Warrant Shares have been registered and qualified for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made resale in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion10.1, the Company may determine to accept a subscription for only a portion require holders of Warrants, at any time following the date that the closing bid price of the Shares and as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the “Closing Bid Price”) has averaged at or above US$2.50 for a period of twenty consecutive trading days, to exercise the Warrants for and acquire Warrant Shares at the applicable price per Warrant Share. The Warrants must be exercised within five (5) business days of receipt of notice from the Company, after which time the Subscriber has subscribed in this AgreementWarrants shall be cancelled if unexercised. In such a caseAs used herein, “Principal Market” shall mean The National Association of Securities Dealers Inc.'s OTC Bulletin Board, the Company will deliver Nasdaq SmallCap Market, or the portion American Stock Exchange. If the Common Shares are not traded on a Principal Market, the Closing Bid Price shall mean the reported Closing Bid Price for the Common Shares, as furnished by the National Association of Securities Dealers, Inc., for the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.applicable periods. D/WLM/683339.2
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eden Energy Corp)
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase a number of shares of the Common Stock, $.01 par value (the “Subscriber”"Common Stock"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of First Medical Corporation, a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of "Issuer"), equal to 10% Convertible Redeemable of the issued and outstanding Common Stock of the issuer existing on the date of the Closing of the transactions contemplated by this Agreement, including the shares issued to Subscriber.
1.2 Subscriber hereby subscribes for and agrees to purchase such amount of the 9% Series B1 A Preferred Stock ("Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), ") of the Company, issuer as shall be convertible into 10% shares of Common Stock issued and (ii) fifty warrants (outstanding as at the “Warrants”), each to acquire one share date of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofissue. The Preferred Stock issued to the Subscriber shall form a class of Certificate shares of Designation (“COD”) for the Series B1 its own. The Preferred Stock, Stock shall be issued to Subscriber and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to shall contain the terms and conditions described set forth in this Subscription Agreement (this “Agreement”) Exhibit "A" annexed hereto and any made a part hereof by reference and such other documents concerning the Company that have been furnished to the terms and conditions, if any, as issuer and Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons mutually agree upon in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received writing prior to the filing Closing of the CODtransaction contemplated by this Agreement. As set forth in Exhibit "A," the Preferred Stock will pay a 9% cumulative annual dividend, dividends accruing pro forma to the date payment of receipt of payment which will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED deferred until the earlier of (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that 1) the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements third anniversary of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), Closing and (ii) the subscription paymentdate of conversion into Common Stock, in and will be convertible into shares of Common Stock equal to 10% of the form of:currently issued and outstanding Common Stock on a fully diluted basis. There will be no new issue of Common Stock during 1996.
1.3 Subscriber hereby subscribes for and agrees to purchase 49% of the issued and outstanding shares of the Common Stock, $.01 par value (xthe "WHEN Common Stock"), of WHEN Inc., a Delaware corporation and a wholly-owned subsidiary of the Issuer ("WHEN"). The WHEN Common Stock subscribed for hereby equals 49% of the issued and outstanding WHEN Common Stock.
1.4 The purchase price for the Common Stock and Preferred Stock purchased hereby is an aggregate of US$4,000,000. The purchase price for the WHEN Common Stock purchased hereby is US$1,000,000.
1.5 The Issuer agrees that the proceeds from Subscriber's purchase of the Common Stock, Preferred Stock and WHEN Common (collectively, the "Securities") a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted shall only be used by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed Issuer for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestof capital assets for WHEN and/or American Medical Clinics Development Corporation. Limited, an Irish corporation ("AMCDC").
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”) by execution of this Subscription Agreement (“Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyCalpian, Inc., a Delaware Texas corporation (the “Company”) _______ the number of units (the “Units”) each consisting set forth on the signature page hereto at a purchase price of One Thousand Dollars ($1,000.00) per Unit, for the aggregate subscription price set forth on the signature page hereto (the “Purchase Price”). Each Unit consists, but need not remain a unit, of (i) one share of 10% the Company’s Series D Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share share (the “Series B1 Preferred Stock”), the rights, limitations and preferences for which are set forth in the Certificate of the CompanyDesignation attached hereto as Exhibit B, and (ii) fifty warrants a 5 year warrant in the form attached hereto as Exhibit C (each, a “Warrant” and collectively, the “Warrants”), each ) to acquire one share purchase Two Hundred Fifty (250) shares of the Company’s common stock, par value $0.001 per share of (the Company (each, a “Common ShareStock”), expiring no later than March 31, 2016 with at an exercise price of $1.00 0.75 per share of Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofStock. The form minimum investment is $50,000, unless the Company, in its sole discretion accepts subscriptions for lesser amounts. If this subscription is accepted, the Company will signify such acceptance by executing counterparts of Certificate of Designation (“COD”) for this Subscription Agreement and causing one such mutually executed counterpart to be returned to the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibitsundersigned. This subscription is made submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering all attachments, schedules and exhibits hereto (the “Other Offer DocumentsSubscription Agreement”). The Shares that are , relating to the subject of this Agreement are part of an offering of Units by the Company (the “Offering”) by the Company of up to a maximum of $2,000,000 in Units (the “Maximum Offering Amount”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that unless the Company may offer and/or sell Maximum Offering Amount is at increased to $3,000,000 by the Company’s discretionBoard of Directors. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company offering price of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason been unilaterally determined by the Company and is not based on its assets or earnings. The Units will be offered and sold by the Company and there will be no sales commissions, however the Company reserves the right to engage one or more placement agents (a “Placement Agent” or collectively “Placement Agents”), who are duly licensed with the Financial Industry Regulatory Authority in connection with this Offering. A Placement Agent, once employed, may receive commissions up to 8% of the total proceeds raised in the Offering. By execution hereof, Purchaser acknowledges that this is an unregistered offering of restricted securities, which securities, subject to the satisfaction of certain requirements, may be sold in accordance with Rule 144. Rule 144 requires at least a six month holding period before shares can be publicly traded. Although Calpian is currently a reporting issuer in the United States, there is no assurance that it will remain a reporting issuer and/or remain in compliance with all requirements, including without limitation the timely filing of its periodic reports, that allow for Investors to transfer restricted securities of the Company in reliance upon Rule 144 or any other exemption to the registration requirement of the Securities Act of 1933, as amended. Furthermore, Purchaser acknowledges that the Company’s Form 10-Qs for the periods ended June 30, 2015 and September 30, 2015 were due to the U.S. Securities and Exchange Commission on July 15, 2015 and November 16, 2015, respectively, but were not filed. Furthemore, Purchaser acknowledges that the unaudited pro forma condensed consolidated balance sheet of the Company and its subsidiaries and unaudited pro forma condensed consolidated statements of income of the Company and its subsidiaries that were to be filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 4, 2015 were not filed. As a result, there is limited information about the Company available about the financial results of operations, or otherwise, for periods subsequent to the filing and periods presented in its discretionForm 10-K for the period ended March 31, 2015. Purchasers that participate in this Offering are purchasing without the information that would normally be available to investors if the Company may determine to accept a subscription for only a portion of filed the Shares above-mentioned reports and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestexhibits.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, 1.1 Subscriber hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technologyi2 Telecom, Inc., a Delaware Washington corporation (the “Company”) _______ units ), 3,000 shares (the “UnitsShares”) each consisting of (i) one share of 10% Series F Convertible Redeemable Series B1 Preferred Stock, no par value $0.001 per Share share (the “Series B1 F Preferred Stock”), of the Company, and at a purchase price of $1,000 per Share. For each Share purchased by Subscriber, the Company will issue to Subscriber, for no additional consideration, a warrant to purchase 3,000,000 shares (iiwhich shares have been adjusted to reflect the 1:10 reverse stock split effectuated by the Company) fifty warrants of common stock, no par value, of the Company (the “Common Stock”), which Warrant will be in substantially the form of Exhibit A attached hereto (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share . The rights and preferences of the Company (eachSeries F Preferred Stock are set forth in the Articles of Amendment of the Company, a “Common Share”), expiring no later than March 31, 2016 with an exercise price copy of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are which is attached hereto as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer DocumentsArticles of Incorporation”). The Shares that are the subject of this .
1.2 This Agreement are is part of an offering of Units up to $8,000,000 of Series F Preferred Stock and Warrants being conducted by the Company (the “Offering”). In addition, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at engage one or more placement agents to assist the Company’s discretionCompany in selling the Series F Preferred Stock and Warrants in the Offering, in which event, the Company may compensate any such placement agents in cash (not to exceed seven percent (7%)) of the dollar amount placed by such placement agent in the Offering and warrants to purchase up to seven percent (7%) of the Series F Preferred Stock and Warrants placed by such placement agent in the Offering.
1.3 Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering. The initial closing of the Offering (the “Initial Closing”) was on April 27, 2009 (the “Initial Closing Date”). The Company may use broker-dealers hold additional interim closings after the Initial Closing provided that the terms of the Offering are the same for each closing. Any such interim closings are each hereinafter referred to as an “Additional Closing” and other agents shall occur on one or more dates each hereinafter referred to offer as an “Additional Closing Date.” The Initial Closing Date and sell the UnitsAdditional Closing Dates are each hereinafter sometimes referred to as a “Closing Date.” The last Closing is sometimes referred to herein as the “Final Closing.” Upon receipt by the Company of the requisite payment for all shares of Series F Preferred Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, and/or finders identify as applicable, and introduce potential subscribers subject to the Company. Compensation may satisfaction of certain conditions, the Series F Preferred Stock and Warrants so purchased will be paid to these persons issued in the amount name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such shares of Series F Preferred Stock and Warrants. The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the shares of Series F Preferred Stock so purchased as well as a Warrant for the corresponding number of Warrants allocable to such holder.
1.4 At the Initial Closing, Subscriber purchased 500 Shares and was issued Warrants to purchase 2,857,143 shares of Common Stock. At the Closing of this Agreement, Subscriber and the Company will execute and deliver an Exchange Agreement, in substantially the form of Exhibit D attached hereto (the “Exchange Agreement”), Subscriber shall deliver to the Company the Initial Warrant, which will be marked “canceled”, and the Company shall deliver to Subscriber an Amended and Restated Warrant, in the form attached as an Exhibit to the Exchange Agreement.
1.5 Subscriber hereby agrees to be bound hereby upon (i) up to 6% of the gross proceeds execution and delivery to the Company of the Units that they have placed, signature page to be paid in cash and/or in Units, this Agreement and (ii) up written acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of Subscriber’s subscription, which shall be confirmed by faxing to 4% the Subscriber the signature page to this Agreement that has been executed by the Company (the “Subscription”).
1.6 In the event that the holders of at least eighty-five percent (85%) of the number debt that is evidenced by a promissory note (which debt is currently approximately $4,800,000 of Warrants purchased hereunder as part principal and $1,400,000 of loan fees and accrued interest) (the “Debt”) have not converted such Debt into shares of preferred stock of a newly-formed subsidiary of the Units. in additional Warrants The Company may terminate which will own the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but intellectual property of the Company will issue Shares and Warrants in respect of all subscriptions accepted on or prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September July 1, 2012. In lieu 2009, then upon the written request of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that convert the Shares and issued to Subscriber hereunder into a promissory note, which promissory note will have the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering following terms: (i) two executed copies an interest rate of the signature page of this Agreement ten percent (including Exhibit A), 10%) per annum; and (ii) principal and interest due and payable on demand. Within five (5) days following such written request, Subscriber shall deliver certificates evidencing the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions Shares to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, and the Company will execute and deliver such promissory note to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Subscription Agreement (I2 Telecom International Inc)
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the “SubscriberShares”)) of the Company’s common stock, intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation $0.0001 par value per share (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Common Stock”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a Registration Statement on Form S-1, Registration No. 333-XXXXX (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of any Investor’s subscription. The prospectus contained in the Registration Statement (the “Prospectus”), however, is subject to change. A final Prospectus and/or Prospectus supplement will be delivered to the Investor as required by law. The Shares are being offered by MDB Capital Group, LLC (“MDB” or the “Underwriter”), as the underwriter, on a “best efforts” basis, and the Underwriter is not required to sell any specific number or dollar amount of the shares of Common Stock offered by the Prospectus, but will use its best efforts to sell such shares. The Company does not intend to close this offering unless it sells at least a minimum number of XXXXXX shares of Common Stock, at the price per share set forth on the cover page of the Prospectus. This offering will terminate on , 2018 (30 days after the date of the final Prospectus), unless the Company sells the maximum number of shares of Common Stock set forth on the cover page of the Prospectus before that date, or decides to terminate this offering prior to that date, or agrees with MDB to extend for up to 60 days beyond such date. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the preliminary prospectus contained in the Registration Statement when it is declared effective by the Commission, at the Closing: (i) the Purchase Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below shall be released to the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company shall cause the Shares to be delivered to the Investor (each, a “Common Share”), expiring no later than March 31, 2016 A) through the facilities of The Depository Trust Company’s DWAC system in accordance with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DWAC system, through the book-entry delivery of Shares on the books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. The form of Certificate of Designation Underwriter and any participating dealers (the “CODMembers”) shall confirm, via the underwriting agreement with the Company, selected dealer agreement or master selected dealer agreement, as applicable, that it will comply with Rule 15c2-4 under the Exchange Act. As per Rule 15c2-4 and Notice to Members 84-7 issued by the Financial Industry Regulatory Authority (collectively, the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. In regard to monies being wired from an investor’s bank account, the Members shall request the investors to send their wires by the business day immediately following the receipt of a completed subscription document. In regards to monies being sent from an investors account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the Series B1 Preferred Stocktermination date set forth in the Registration Statement, and all funds deposited in the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references escrow account will be returned to their terms are qualified in their entirety by reference to said exhibits. This subscription is made investors promptly in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, escrow agreement and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsapplicable law.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “SubscriberPurchaser”) by execution of this Subscription Agreement (“Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyThe Coretec Group, Inc., a Delaware an Oklahoma corporation (the “Company”) _______ units the number of shares (the “UnitsShares”) each consisting of (i) one share of 10% the Company’s Series D Convertible Redeemable Series B1 Preferred Stock, par value $0.001 0.0002 per Share share (the “Series B1 Preferred Stock”), of set forth on the Companysignature page hereto at a purchase price equal to $100.00 per Share, and (ii) fifty warrants for the aggregate subscription price set forth on the signature page hereto (the “WarrantsPurchase Price”), each to acquire one . Each share of Series D Preferred Stock shall be convertible at a fixed conversion price equal to $0.015 pursuant to the terms and conditions set forth in the Certificate of Designations, and subject to any further adjustment(s) set forth therein. The rights, limitations and preferences of the Preferred Stock are set forth in the Certificate of Designation attached hereto as Exhibit B, including the right of the holder to convert such Shares into the Company’s common stock, par value $0.001 0.0002 per share of (the Company (each, a “Common ShareStock”), expiring no later than March 31, 2016 with an exercise price or exchange for certain securities of $1.00 per Common Share, at a price third party that the Company intends to acquire using a portion of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofproceeds from this offering. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, Stock and the Warrant Common Stock issuable upon conversion of the Preferred Stock shall be collectively referred to as the “Securities” throughout this Subscription Agreement. If this subscription is accepted, the Company will signify such acceptance by executing counterparts of this Subscription Agreement for and causing one such mutually executed counterpart to be returned to the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibitsundersigned. This subscription is made submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement and all attachments, schedules and exhibits hereto (this collectively, the “Subscription Agreement”) and any other documents concerning the Company that have been furnished ), including but not limited to the Subscriber concerning risk factors (“Risk Factors”) set forth on Schedule I hereto, relating to the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”) by the Company of up to a maximum of 150,000 Shares (the “Maximum Offering Amount”). By execution hereof, on Purchaser acknowledges that this is an unregistered offering of restricted securities, which securities, subject to the satisfaction of certain requirements, may be sold in accordance with Rule 144. Rule 144 requires at least a best efforts basissix month holding period before the Securities can be publicly traded (which holding period could be significantly longer in the event the Company’s public filings are not “current,” as required under Rule 144). There are 80,000 shares Although the Company is currently a reporting issuer in the United States, there is no assurance that it will remain a reporting issuer and/or remain in compliance with all requirements, including without limitation the timely filing of Series B1 Preferred Stock authorizedits periodic reports, that allow for Purchasers to transfer restricted securities of the Company in reliance upon Rule 144 or any other exemption to the registration requirement of the Securities Act of 1933, as amended (the “Securities Act”). The number of Units Purchasers further acknowledge that the Company may offer and/or sell is at faces a due date for filing significant financial reporting requirements in connection with the transactions consummated on August 21, 2024, as described in the Company’s discretionCurrent Report on Form 8-K filed with the SEC on August 22, 2024. The Company failure to file such financial reports would constitute a failure to remain “current,” as required under Rule 144, and may compromise or preclude the availability of Rule 144 for resale of the Shares or Common Stock underlying the Shares. Purchaser acknowledges that the net proceeds of this Offering will be applied to purposes as described in Schedule II hereto. The Company’s management will have broad discretion as to the application of such proceeds. There can be no assurance that management’s use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to of proceeds generated through this Offering will prove optimal or translate into revenue or profitability for the Company. Compensation may be paid Purchasers are urged to these persons consult with their attorneys, accountants and personal investment advisors prior to making any decision to invest in the amount Company and to carefully review, with the assistance of (i) up to 6% their attorneys, accountants and personal investment advisors, the Risk Factors set forth on Schedule I hereto, all of the gross proceeds to Company’s public filings and the Company effects of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Common Stock Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment on Purchasers’ investment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsSecurities.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “CompanyShares”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of Class A common stock, par value $0.001 0.01 per share of the Company (each, a “Common ShareStock”), expiring no later than March 31and (ii) a Warrant, 2016 in substantially the form delivered to the Investor herewith, to purchase such number of shares of Common Stock (the “Warrants”) of the Company, set forth on the signature page hereto, for an aggregate purchase price set forth on the signature page hereto (the “Purchase Price”). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “Warrant Shares”.
(b) The Shares, Warrants and Warrant Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-150340, which registration statement (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission, has remained effective since such date and is effective on the date hereof.
(c) ON JULY 17, 2009 (THE “CLOSING DATE”), THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND WARRANTS BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY: Account: Wave Systems Corp HSBC Bank 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Bank ABA/Routing # 000000000 US Govt MM Fund: 610185055 Such funds shall be delivered unless (i) the Placement Agency Agreement (the “Placement Agreement”) between the Company and the placement agent engaged by the Company in connection with an exercise the sale and issuance of the Shares and Warrants (the “Placement Agent”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied. The Company’s obligation to issue the Shares and Warrants to the Investor will be subject to (i) the receipt by the Company of the aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all for the Shares and Warrant being purchased hereunder as set forth on the signature page page, (ii) the accuracy of the representations and warranties made by the Investor in this Agreement, (iii) the Registration Statement remaining in effect and no stop order proceedings with respect thereto being pending or threatened, and (iv) there being no objections raised by the staff of the NASDAQ Stock Market to the consummation of the sale without the approval of the Company’s stockholders. The Company proposes to enter into substantially this same form of Agreement with certain other investors (collectively with this Agreement, the “Transaction”) and the Investor’s obligations are expressly not conditioned on the purchase by any or all such other investors of the Shares and Warrants that they have agreed to purchase from the Company. The Company shall issue a press release announcing the Transaction prior to 9:30am Eastern Time on the business day immediately following the date hereof. The form Placement Agent shall have no rights in or to any of Certificate the funds, except in respect of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The obligation to pay the Placement Agent’s fees.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE.
(e) On the Closing Date, the Company may use broker-dealers and other agents shall deliver to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of Investor (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and via the Warrants are being issued pursuant to Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system via the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying DTC instructions set forth on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), hereto and (ii) the subscription paymentWarrants in physical, in the certificated form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 address set forth on the signature page hereto, such Shares and Warrants to be registered in such name or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted names as designated by the Company, in whole or in part, then, as soon as practicable following Investor on the acceptance, the Company will deliver to the Subscriber a certificate representing the signature page hereto. The Shares and the Warrants that the Subscriber has subscribed for shall be unlegended and a fully executed copy free of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestresale restrictions.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Subscriber”"Shares") of common shares, $.001 par value per share (the "Common Shares"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of Las Vegas Resorts Corporation, a Delaware Nevada corporation (the “"Company”) _______ units "), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the “Units”) each consisting "Purchase Price"), such Purchase Price being equal to the product of (i) one share the number of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (Common Shares subscribed for by the “Series B1 Preferred Stock”), of the Company, Subscriber and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par current fair market value $0.001 per share of the Company (each, a “shares of Common Share”), expiring no later than March 31, 2016 with an exercise price Shares. Subscriber has made or will make payment by wire transfer of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made funds in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to in the full amount of the Purchase Price of the Common Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer Documents”"Payment"). The Shares that are the subject of this .
1.2 This Agreement are is part of an isolated offering of Units Common Shares being conducted by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), provided afforded by Section 4(2) thereunder.
1.3 The Company will hold closing of the offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as a "Closing Date." Upon receipt by the Company of the requisite payment for all Common Shares to be purchased by the Subscriber, the Common Shares so purchased will be issued in the name of Subscriber, and the name of the Subscriber will be registered on the stock transfer books of the Company as the record owner of such Act, or Regulation D promulgated thereunder, or bothCommon Shares. As such, the Shares and the Warrants are only being offered and sold The Company will promptly thereafter issue to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber participating in this Agreement that such closing a stock certificate for the Subscriber qualifies as such an accredited investor. The Common Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these lawsso purchased.
(b) The 1.4 Subscriber is delivering hereby agrees to be bound hereby upon (i) two executed copies execution and delivery to the Company of the signature page of to this Agreement (including Exhibit A), and (ii) written acceptance on the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) Closing Date by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted of Subscriber's subscription, which shall be confirmed by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver faxing to the Subscriber a certificate representing the Shares and the Warrants signature page to this Agreement that the Subscriber has subscribed for and a fully been executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, (the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest"Subscription").
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _____________________ units (the “Units”) each consisting at a price per Unit of US$2.25, (i) one share such subscription and agreement to purchase being the “Subscription”), for an aggregate purchase price of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share US$ _______ (the “Series B1 Preferred StockSubscription Proceeds”), .
1.2 Each Unit will consist of one common share in the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share capital of the Company (each, a “Common Share”) and two common share purchase warrants (each, a “Warrant”) subject to adjustment. Each Warrant shall be transferable and shall entitle the holder thereof to purchase one share of common stock in the capital of the Company (each, a “Warrant Share”), expiring no later than March 31as presently constituted, 2016 with an exercise price for a period of $1.00 per Common Sharethirty-six months commencing from the Closing (as defined hereafter), at a price per Warrant Share of $35.00 per UnitUS$3.25 and US$5.25 respectively. Certificate(s) representing the Warrants will be in the form attached as Exhibit A. The Shares, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, Warrants and the Warrant Agreement Shares are referred to as the “Securities”.
1.3 After the Warrant Shares have been registered and qualified for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made resale in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion10.1, the Company may determine to accept a subscription for only a portion require holders of Warrants, at any time following the date that the closing price of the Shares and as listed on a Principal Market (as defined herein), as quoted by Bloomberg L.P. (the “Closing Price”) has averaged at or above US$4.00 or US$6.25 for the corresponding Warrants for a period of twenty consecutive trading days, to exercise the Warrants for and acquire Warrant Shares at the applicable price per Warrant Share. The Warrants must be exercised within five (5) business days of receipt of notice from the Company, after which time the Subscriber has subscribed in this AgreementWarrants shall be cancelled if unexercised. In such a caseAs used herein, “Principal Market” shall mean The National Association of Securities Dealers Inc.'s OTC Bulletin Board, the Company will deliver Nasdaq SmallCap Market, or the portion American Stock Exchange. If the Common Shares are not traded on a Principal Market, the Closing Price shall mean the reported Closing Price for the Common Shares, as furnished by the National Association of Securities Dealers, Inc., for the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.applicable periods. D/ljm/817378.1
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Eden Energy Corp)
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of Investor (i) one share such number of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share shares of common stock, par value $0.001 per share of (the Company (each, a “Common ShareStock”), expiring no later than March 31of the Company, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereto (the “Other Offer DocumentsShares”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up warrants to 4% of the purchase such number of Warrants purchased hereunder as part shares of Common Stock set forth on the Units. in additional Warrants The Company may terminate signature page hereto (the Offering at any time without prior notice. Also“Warrants” and, together with the Shares, the Company, in its sole discretion, may accept or reject this subscription “Securities”) for Shares and Warrants in whole or in part for any reason, but an aggregate purchase price set forth on the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If signature page hereto (the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTPurchase Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Securities have been registered on a Registration Statement on Form S-3, Registration No. 333- 129275, which registration statement (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for together with any other reason determined registration statement filed by the Company in its discretionpursuant to Rule 462(b) under the Securities Act, the Company may determine to accept a subscription for only a portion of “Registration Statement”) has been declared effective by the Shares Securities and Exchange Commission, has remained effective since such date and is effective on the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdate hereof.
(c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND XXXXXX XXXXXX LLP (THE “ESCROW AGENT”): Citibank, N.A. ABA # 000000000 Account No.: 00000000 Account Name: Xxxxxx Xxxxxx LLP (Attorney Trust Account) Reference: ThinkEquity / SCOLR Pharma #00000-0000 Bank Contact: Xxxxx Xxxxxxx-Xxxxxxxxx or Xxxxx X’Xxxxx For international wires, include the following information: 660 Xxxxx Xxxxxx New York, New York 10103 Swift code is “XXXXXX00” Such funds shall be held in escrow until the Closing Date (as defined below) and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied or waived by the Closing Date. The Subscriber may Investor’s obligations are expressly not withdraw conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE.
(e) On the third or fourth business day after the date of this subscription Subscription Agreement (the “Closing Date”), if the Placement Agreement has not been terminated pursuant to the terms thereof and the conditions to closing in the Placement Agreement have been satisfied or waived, then the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of any amount paid pursuant theretoresale restrictions unless issued to an affiliate of the Company.
Appears in 1 contract
Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Subscriber”"Shares") of common shares, $.006 par value per share (the "Common Shares"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technologyof Parallel Technologies, Inc., a Delaware Nevada corporation (the “"Company”) _______ units "), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the “Units”) each consisting "Purchase Price"), such Purchase Price being equal to the product of (i) one share the number of 10% Convertible Redeemable Series B1 Preferred Stock, par Common Shares subscribed for by the Subscriber and (ii)current fair market value $0.001 per Share (the “Series B1 Preferred Stock”), of the Companyshares of Common Shares. Subscriber has made or will make payment by bank money order or through Subscriber's attorney, and (ii) fifty warrants (the “Warrants”)Steven Siskind, each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to the for xxx Xxxxxx Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer Documents”"Payment"). The Shares that are the subject of this .
1.2 This Agreement are is part of an isolated offering of Units Common Shares being conducted by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), provided afforded by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the .
1.3 The Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes will hold closing of the United States securities laws and cannot be transferred except offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as permitted under these lawsa "Closing Date.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined " Upon receipt by the Company in its discretionof the requisite payment for all Common Shares to be purchased by the Subscriber, the Company may determine to accept a subscription for only a portion Common Shares so purchased will be issued in the name of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance name of the purchase price Subscriber will be repaid registered on the stock transfer books of the Company as the record owner of such Common Shares. The Company will promptly thereafter issue to the Subscriber without interesta stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (ci) The execution and delivery to the Company of the signature page to this Agreement and (ii) written acceptance on the Closing Date by the Company of Subscriber's subscription, which shall be confirmed by faxing to the Subscriber may not withdraw the signature page to this subscription or any amount paid pursuant theretoAgreement that has been executed by the Company (the "Subscription").
Appears in 1 contract
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting Investor such number of (i) one share shares of 10% Convertible Redeemable Series B1 Preferred Stockcommon stock, par value $0.001 0.01 per Share share (the “Series B1 Preferred Common Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereto (the “Other Offer DocumentsShares”). The Shares that are , for an aggregate purchase price set forth on the subject of this Agreement are part of an offering of Units by the Company signature page hereto (the “OfferingPurchase Price”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Shares have been registered on a Registration Statement on Form S-3, Registration No. 333-133087, which registration statement (ithe “Registration Statement”) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted has been declared effective by the CompanySecurities and Exchange Commission, in whole or in part, then, as soon as practicable following has remained effective since such date and is effective on the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdate hereof.
(c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENTS ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SHARES (THE “PLACEMENT AGENTS”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENTS AND XXXXXXXXXX XXXXXXX PC (THE “ESCROW AGENT”): PNC Bank New Jersey ABA#: 000-000-000 Account Name: Xxxxxxxxxx Xxxxxxx PC Attorney Trust Account Account #: 8025720131 Such funds shall be held in escrow until the Closing Date and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agents (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) determined that the conditions to closing in the Placement Agreement have not been satisfied. The Subscriber Investor’s obligations are expressly not conditioned on the purchase by any or all other investors of the Shares that they have agreed to purchase from the Company. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agents’ fees. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 1(c) or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Subscription Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the offering of the Shares, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may not withdraw this subscription have to any other person.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES.
(e) On , 2006 (the “Closing Date”), the Company shall deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system via the instructions set forth on the signature page hereto, such Shares to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares shall be unlegended and free of any amount paid pursuant theretoresale restrictions.
Appears in 1 contract
Samples: Placement Agency Agreement (Emisphere Technologies Inc)
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally bound, each Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofof such Purchaser hereto (the “Subscription Amount”). The form Securities to be issued to a Purchaser hereunder shall consist of Certificate (i) Shares in an amount equal to the quotient of Designation (“COD”x) for the Series B1 Preferred StockSubscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every five (5) Shares purchased hereunder, rounded down to the Warrant nearest whole number. This Agreement for shall not become binding on any Purchaser unless the aggregate Subscription Amount of the Purchasers is at least $10,000,000 (the “Minimum Subscription Amount”). The aggregate amount of Securities to be issued pursuant to the Offering shall not exceed 3,686,729 Shares, which number represents approximately 19.99% of the total shares of Common Stock outstanding on the date hereof, and Warrants to purchase 737,345 shares of Common Stock. The Company shall allocate the Subscription Amount between the Shares and the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject prior to the terms and conditions described in this Subscription Agreement Closing (this “Agreement”as defined below) and any other documents concerning provide notice to the Purchasers of such allocation.
(2) For purposes of this Agreement, the “Offering Price” shall be $4.00, which shall be the price per Share to be paid by the Purchasers.
(3) As soon as possible, but no later than three (3) business days after the date of this Agreement, the Company that have been furnished to shall hold the Subscriber concerning closing of the Offering (the “Other Offer DocumentsClosing” and the date of the Closing, the “Closing Date”). Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount, by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (4) below. The Shares that are receipt of funds for the subject Minimum Subscription Amount into the escrow account referenced in Paragraph (4) below shall be a condition to each Purchaser’s obligation to complete the purchase of the Securities as contemplated by this Agreement are part of an offering of Units Agreement.
(4) All payments for Securities made by the Company (Purchasers will be deposited as soon as practicable for the “Offering”)undersigned’s benefit in a non-interest bearing escrow account. Payments for Securities made by the Purchasers will be returned promptly, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents prior to offer and sell the Unitsan applicable Closing, and/or finders identify and introduce potential subscribers without interest or deduction, if, or to the Company. Compensation may be paid to these persons in extent, the amount of undersigned’s subscription is rejected or the Offering is terminated for any reason.
(i5) up to 6% of the gross proceeds to Upon receipt by the Company of the Units that they have placed, requisite payment for all Securities to be paid in cash and/or in Unitspurchased by the Purchasers, and the Company shall, at the Closing: (i) issue to each Purchaser stock certificates representing the shares of Common Stock purchased at such Closing under this Agreement; (ii) up issue to 4% each Purchaser a Warrant to purchase such number of shares of Common Stock calculated based on the number of Warrants purchased hereunder as part shares of Common Stock issued at such Closing and in accordance with Paragraph (1) above; (iii) deliver to the Units. in additional Warrants The Company may terminate Purchasers and to Xxxxxxxxxxx & Co. Inc. and Xxxxxxx Securities, Inc., the co-placement agents for the Offering at any time without prior notice. Also(together, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTPlacement Agents”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands a certificate stating that the Shares representations and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations warranties made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretionSection C of this Agreement were true and correct in all material respects when made and are true and correct in all material respects on the date of each such Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of such Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); (iv) have obtained from AMEX written approval of the Company’s additional listing application relating to the Securities to be issued hereunder; and (v) cause to be delivered to the Placement Agents and the Purchasers an opinion of Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Placement Agents. The obligations of the Company may determine described in the foregoing clauses (i) through (v) shall be conditions precedent to accept a subscription for only a portion each Purchaser’s obligation to complete the purchase of the Securities as contemplated by this Agreement.
(6) Each Purchaser acknowledges and agrees that the purchase of Shares and Warrants by such Purchaser pursuant to the Warrants for which Offering is subject to all the Subscriber has subscribed terms and conditions set forth in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Hana Biosciences Inc)
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, Buyer hereby irrevocably subscribes agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation the Company the number of shares (the “Company”"Preferred Shares") _______ units (the “Units”) each consisting of (i) one share of 10% Series B Convertible Redeemable Series B1 Preferred Stock, $.001 par value $0.001 per Share (the “Series B1 "Preferred Stock”"), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stockthis Agreement, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to having the terms and conditions described as set forth in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to form of the Subscriber concerning Certificate of Designations of the Offering Series B Convertible Preferred Stock attached hereto as Annex I (the “Other Offer Documents”). The Shares that are the subject "Certificate of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is Designations") at the Company’s discretion. The Company may use broker-dealers price per share and other agents to offer and sell for the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying aggregate purchase price set forth on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit Athe "Purchase Price"). In connection with the purchase of the Preferred Shares by the Buyer, the Company shall issue to the Buyer, at the closing on the Closing Date (as defined herein), and Common Stock Purchase Warrants in the form attached hereto as Annex II (the "Warrants") to purchase a number of shares of Common Stock equal to the amount obtained by multiplying (i) the quotient obtained by dividing (x) the Purchase Price by (y) the average closing bid price of the Common Stock on the Nasdaq SmallCap Market ("Nasdaq") for the ten consecutive trading days immediately prior to the Closing Date times (ii) 0.25 (subject to adjustment after issuance of the subscription payment, Warrants as provided in the form of:
(x) a check payable Warrants). The shares of Common Stock issuable upon exercise of the Warrants are referred to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer herein as the "Warrant Shares." The Warrant Shares and the shares of Common Stock issuable upon conversion of the Preferred Shares are referred to “Gyrotron Technology, Inc.”, Wire Transfer Instructions herein collectively as the "Common Shares." The Common Shares and the Preferred Shares are referred to herein collectively as the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No"Shares.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the " The Shares and the Warrants that are referred to herein collectively as the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest"Securities.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto."
Appears in 1 contract
Subscription. (a) 1.1 The undersigned subscriber (the “Subscriber”), intending to be legally bound, ) hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) ____________ units (each, a “Unit” and collectively, the “Units”) ), with each Unit consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share stock of the Company (each, each a “Common Share”) and one half of one common share purchase warrant (with each whole warrant being hereafter referred to as a “Warrant”) at a price per Unit of USD $1.00 (such subscription and agreement to purchase being the “Subscription”), expiring no later than March 31, 2016 with for an exercise aggregate purchase price of USD$_____________ (the “Subscription Proceeds”.) Each Warrant will entitle the holder to purchase one additional Share at a purchase price of $1.00 per Common Share1.25 for a period of 24 months from the Closing Date; provided, however, that if at a any time the average closing price for shares of $35.00 per Unit, plus accrued dividends, if any; all as set forth the Company’s common stock on the signature page hereofOTC-Bulletin Board in the United States exceeds U.S. $1.50 for a period of 10 trading days or more, the Company shall have the right, upon written notice to the Subscriber, to reduce the exercise period of the Warrants to a period of 5 days beginning on the date of the written notice. Notwithstanding the foregoing, the Company shall not give such notice to the Subscriber unless the Company will be in a position, upon receipt from the Subscriber of the exercise price and any other documentation necessary to the exercise of the Warrants, to issue the Shares underlying the Warrants (the “Underlying Shares”.) The form of Certificate of Designation Units, Warrants and Underlying Shares together referred to herein as the “Securities”.
1.2 Certificate(s) representing the Warrants (“CODWarrant Certificate”) for will be in the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are form attached as Exhibit B Appendix C.
1.3 On the basis of the representations and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with warranties and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning set forth herein, the Company that have been furnished hereby irrevocably agrees to sell the Units to the Subscriber concerning Subscriber.
1.4 Subject to the Offering (terms hereof, the “Other Offer Documents”)Subscription will be effective upon its acceptance by the Company. The Shares Subscriber acknowledges that are the subject of this Agreement are part of an offering of Units by the Company contemplated hereby (the “Offering”), on ) is part of a best efforts basis. There are 80,000 shares private placement or a series of Series B1 Preferred Stock authorizedprivate placements in which the Company seeks to raise an aggregate of up to USD $750,000. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for not subject to any other reason determined by the Company in its discretion, the Company may determine to accept a minimum aggregate subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestlevel.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Fundstech Corp)
Subscription. (a) The undersigned subscriber person (the “SubscriberPurchaser”) named on the front of this subscription agreement (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably subscribes agrees to purchase from Gyrotron TechnologyWorldwide Stages, Inc., a Delaware Tennessee corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share certain shareholders of the Company (each, a the “Common ShareSelling Shareholders”), expiring no later than March 31, 2016 with an exercise price the number of $1.00 per shares of the Company’s Class B Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as Stock (the “Class B Stock”) set forth on the signature page hereoffront of this Subscription Agreement at a purchase price of $10.00 (USD) per share and upon the terms and conditions herein. The form rights of Certificate of Designation the Class B Stock are as set forth in the Company’s Charter, which is an exhibit to the Offering Statement on Form 1-A (the “Offering Statement”) filed by the Company with the U.S Securities and Exchange Commission (“CODSEC”) for ), a copy of which the Series B1 Preferred Purchaser has received and read. The minimum subscription is $100.00, or 10 shares of Common Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished , relating to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an exempt offering of Units by the Company and the Selling Shareholders named in the Offering Statement of up to 7,500,000 shares of the Class B Stock for maximum aggregate gross proceeds of $75,000,000 (the “Offering”). In the Offering, on a best efforts basisthe Company is offering up to 6,000,000 shares of the Class B Stock. The Selling Shareholders are offering up to 1,500,000 shares of the Securities. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that is no minimum required offering amount and the Company may offer and/or sell is at accept subscriptions until the Company’s discretiontermination of the Offering in accordance with its terms (the “Termination Date”). The Company may use broker-dealers elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”). Upon the basis of the representations and other agents warranties, and subject to offer the terms and conditions, set forth herein, the Company agrees to issue and sell the Units, and/or finders identify and introduce potential subscribers Securities to the Company. Compensation may be paid to these persons in Purchaser on a Closing Date (the amount of “Closing”) for the aggregate purchase price set forth on the front page hereto (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTSubscription Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject Subject to the terms and conditions of this Subscription Agreement, on the date of the Closing referred to in Section 4 hereof, the Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, 3,333,333 shares of Common Stock (the “Securities”) for a price of $3.00 per share for the aggregate purchase price of $10,000,000 (the “Aggregate Purchase Price”), which is payable as described in Section 5 hereof and subject to reduction as set forth below; provided, however, that to the extent that the Company issues or sells any Common Stock under the Equity Raise at a gross price lower than $3.00 per share, the Aggregate Purchase Price shall not change, but the price paid per share will equal the lowest gross price at which any such share of Common Stock is issued or sold, at or prior to the Closing, in connection with the Equity Raise and the number of Securities issued to the Investor shall equal (A) the number of Securities set forth above, multiplied by (B) the quotient of $3.00 divided by the lowest gross price at which any such share of Common Stock is issued or sold in connection with the Equity Raise. To the extent that the Company issues or sells any Common Stock, at or prior to the Closing, under the Equity Raise with any material terms (excluding for this purpose, any lock-up provisions) that are superior to the terms of this Subscription Agreement with respect to the Investor, the Investor shall be entitled to receive such terms in connection with this Subscription Agreement. The Investor acknowledges that the Securities will be subject to restrictions on transfer as described in this Subscription Agreement (this “Agreement”) . The Investor and any other documents concerning the Company acknowledge and agree that have been furnished (a) this subscription is irrevocable and (b) this subscription is subject to (i) (A) the satisfaction of all conditions precedent to the Subscriber concerning consummation of the Offering Exchange Transaction and (B) the “Other Offer Documents”). The Shares that are contemporaneous closing of the subject of this Agreement are part of an offering of Units by the Company (the “Offering”)Exchange Transaction, on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at including the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED at least $156.0 million in total value in connection with (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that and in accordance with) the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), Equity Raise and (ii) the Company’s acceptance of this subscription payment, pursuant to Section 3 hereof. Notwithstanding anything to the contrary contained herein or in the form of:
(x) a check payable Exchange Agreement, the Investor may, but shall not be obligated to, reduce the amount of Common Stock required to “Gyrotron Technologybe purchased pursuant to this Subscription Agreement if the Company shall, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions pursuant to the Company: Bank: Xxxxx Fargo BankEquity Raise, have received commitments for purchases or issuances of Common Stock in an amount in excess of $156.0 million. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced Such reduction shall be in an amount up to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, amount of such excess as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company Investor in its discretion, consultation with the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestCompany.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
Appears in 1 contract
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of Investor (i) one share such number of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share shares of common stock, par value $0.001 per share of (the Company (each, a “Common ShareStock”), expiring no later than March 31of the Company, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering hereto (the “Other Offer DocumentsShares”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up warrants to 4% of the purchase such number of Warrants purchased hereunder as part shares of Common Stock set forth on the Units. in additional Warrants The Company may terminate signature page hereto (the Offering at any time without prior notice. Also“Warrants” and, together with the Shares, the Company, in its sole discretion, may accept or reject this subscription “Securities”) for Shares and Warrants in whole or in part for any reason, but an aggregate purchase price set forth on the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If signature page hereto (the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACTPurchase Price”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Securities have been registered on a Registration Statement on Form S-3, Registration No. 333- 129275, which registration statement (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for together with any other reason determined registration statement filed by the Company in its discretionpursuant to Rule 462(b) under the Securities Act, the Company may determine to accept a subscription for only a portion of “Registration Statement”) has been declared effective by the Shares Securities and Exchange Commission, has remained effective since such date and is effective on the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdate hereof.
(c) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT DESIGNATED BY THE COMPANY AND THE PLACEMENT AGENT ENGAGED BY THE COMPANY IN CONNECTION WITH THE SALE AND ISSUANCE OF THE SECURITIES (THE “PLACEMENT AGENT”) PURSUANT TO THE TERMS OF THAT CERTAIN ESCROW AGREEMENT (THE “ESCROW AGREEMENT”) DATED AS OF THE DATE HEREOF, BY AND AMONG THE COMPANY, THE PLACEMENT AGENT AND XXXXXX XXXXXX LLP (THE “ESCROW AGENT”): Citibank, N.A. ABA # 000000000 Account No.: 00000000 Account Name: Xxxxxx Xxxxxx LLP (Attorney Trust Account) Reference: ThinkEquity / SCOLR Pharma #00000-0000 Bank Contact: Xxxxx Xxxxxxx-Xxxxxxxxx or Xxxxx X’Xxxxx For international wires, include the following information: 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Swift code is “XXXXXX00” Such funds shall be held in escrow until the Closing Date (as defined below) and delivered by the Escrow Agent on behalf of the Investor to the Company unless (i) the agreement between the Company and the Placement Agent (the “Placement Agreement”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agreement have not been satisfied or waived by the Closing Date. The Subscriber may Investor’s obligations are expressly not withdraw conditioned on the purchase by any or all other investors of the Securities that they have agreed to purchase from the Company. The Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agent and the Escrow Agent are notified in writing by the Company in connection with the closing that a portion of the escrowed funds shall be applied to the Placement Agent’s fees.
(d) NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES ON THE CLOSING DATE.
(e) On the third or fourth business day after the date of this subscription Subscription Agreement (the “Closing Date”), if the Placement Agreement has not been terminated pursuant to the terms thereof and the conditions to closing in the Placement Agreement have been satisfied or waived, then the Company (i) shall cause its transfer agent to deliver to Investor the Shares via the Depository Trust Company’s (“DTC”) Deposit or Withdrawal at Custodian system and (ii) shall deliver to Investor the Warrants via the instructions set forth on the signature page hereto, such Shares and Warrants to be registered in such name or names as designated by the Investor on the signature page hereto. The Shares and Warrants shall be unlegended and free of any amount paid pursuant theretoresale restrictions unless issued to an affiliate of the Company.
Appears in 1 contract
Subscription. (a) 1.1. The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock (the "Shares") indicated on the signature page hereto at the purchase price per share set forth on such signature page. The undersigned encloses herewith a check or money order payable to First London Securities Corporation (the "Placement Agent") (or has made payment by wire transfer of funds in accordance with instructions from Gyrotron Technologythe Placement Agent) in the full amount of the purchase price of the Shares for which the undersigned is subscribing (the "Payment").
1.2. The undersigned understands that all Payments by check or money order as provided in Section 1.1 above shall be delivered to the Placement Agent and, Inc.thereafter, such Payment will be held for the undersigned's benefit by the Placement Agent, but the undersigned will not earn interest on any funds so held, as described in the Memorandum. The Placement Agent and the Company may hold an initial closing of the Offering (the "Initial Closing") after subscriptions for the minimum number of Shares identified in the Memorandum have been accepted, on the basis described in the Memorandum. The Company may hold additional interim closings after the Initial Closing. Any such interim closings together with the Initial Closing are each hereinafter referred to as an "Additional Closing" and shall occur on one or more dates each hereinafter referred to as an "Additional Closing Date." Upon receipt by the Company of the requisite payment for all Shares to be purchased by the subscribers whose subscriptions are accepted (each, a Delaware corporation ("Purchaser") at the “Company”) _______ units (Additional Closing Dates and subject to the “Units”) satisfaction of certain conditions, the Shares so purchased will be issued in the name of each consisting such Purchaser, and the name of such Purchaser will be registered on the stock transfer books of the Company as the record owner of such Shares. The Company will issue to each Investor a stock certificate for the Shares purchased.
1.3. The undersigned hereby agrees to be bound hereby upon (i) one share execution and delivery to the Company, in care of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”)Placement Agent, of the Company, signature page to this Subscription Agreement and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth acceptance on the signature page hereof. The form of Certificate of Designation (“COD”) for Initial Closing Date or an Additional Closing Date, as the Series B1 Preferred Stockcase may be, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units undersigned's subscription (the "Subscription").
1.4. The undersigned agrees that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Companymay, in its sole and absolute discretion, may accept reduce the undersigned's subscription to any number of shares of Common Stock that in the aggregate does not exceed the number of Shares of Common Stock hereby applied for without any prior notice to or reject this subscription for Shares and Warrants in whole or in part for any reason, but further consent by the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicableundersigned. The Series B1 Preferred Stock pro forma began to accrue dividends as undersigned hereby irrevocably constitutes and appoints the Placement Agent and each officer of September 1the Placement Agent, 2012. In lieu each of requesting payment the foregoing acting singly, in each case with full power of substitution, the true and lawful agent and attorney-in-fact of the undersigned, with full power and authority in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription paymentundersigned's name, the Company will withhold from the dividend payments otherwise payable place and stead to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubtamend this Subscription Agreement, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription paymentincluding, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a each case, the Company will deliver the portion undersigned's signature page thereto, to effect any of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance foregoing provisions of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.Section 1.4. Subscription Agreement
Appears in 1 contract
Subscription. (a) The undersigned subscriber (Investor agrees to buy and the “Subscriber”), intending Company agrees to be legally bound, hereby irrevocably subscribes sell and issue to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting Investor such number of (i) one share shares of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), common stock of the Company, and (ii) fifty warrants $0.001 par value per share (the “WarrantsShares”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) hereto, for an aggregate purchase price set forth on the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering signature page hereto (the “Other Offer DocumentsPurchase Price”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering Shares have been registered on a Registration Statement on Form S-3, Registration Statement No. 333-129275, which registration statement (ithe “Registration Statement”) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted has been declared effective by the CompanySecurities and Exchange Commission, in whole or in part, then, as soon as practicable following has remained effective since such date and is effective on the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interestdate hereof.
(c) Settlement of the purchase and sale of the Shares shall occur via Investor’s brokerage account with Xxxx Capital Partners, LLC or Taglich Brothers, Inc., as the case may be (each a placement agent engaged by the Company in connection with the sale and issuance of the Shares and referred to herein as a “Placement Agent”).
(d) IF INVESTOR ELECTS SETTLEMENT VIA DELIVERY VERSUS PAYMENT (“DVP”), INVESTOR SHALL AFFIRM THE TRADE NO LATER THAN ONE (1) BUSINESS DAY AFTER THE TRADE DATE AS DETERMINED BY THE PLACEMENT AGENTS AND COMMUNICATED TO THE INVESTOR, AND WHICH SHALL BE NO LATER THAN APRIL 21, 2006 (THE “TRADE DATE”), AND THE PURCHASE AND SALE OF THE SHARES SHALL BE SETTLED THREE (3) BUSINESS DAYS AFTER THE TRADE DATE (THE “CLOSING DATE”).
(e) IF INVESTOR ELECTS SETTLEMENT VIA A CASH ACCOUNT WITH A PLACEMENT AGENT, INVESTOR SHALL REMIT THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE TO SUCH INVESTOR’S BROKERAGE ACCOUNT WITH THE APPLICABLE PLACEMENT AGENT AS SOON AS IS PRACTICABLE, AND IN ANY EVENT NO LATER THAN THE CLOSING DATE.
(f) Funds shall be delivered by the applicable Placement Agent on behalf of the Investor to the Company on the Closing Date unless (i) the agreement between the Company and the Placement Agents (the “Placement Agency Agreement”) is terminated pursuant to the terms thereof or (ii) the conditions to closing in the Placement Agency Agreement have not been satisfied. The Subscriber may Investor’s obligations are expressly not withdraw conditioned on the purchase by any or all other investors of the Shares that they have agreed to purchase from the Company. The Placement Agents shall have no rights in or to any of the funds delivered by Investor pursuant to this subscription Subscription Agreement.
(g) On the Closing Date, the Company shall deliver the Shares to Investor’s brokerage account with the applicable Placement Agent, such Shares to be registered in such name or names as designated in writing by the Investor. The Shares shall be unlegended and free of any amount paid pursuant theretoresale restrictions.
(h) THE OFFERING AND SALE OF THE SHARES IS BEING MADE ON A “BEST EFFORTS” BASIS BY THE PLACEMENT AGENTS, AND NOT ON AN UNDERWRITTEN BASIS. SETTLEMENT IS BEING MADE THROUGH BROKERAGE ACCOUNTS ESTABLISHED WITH THE PLACEMENT AGENTS FOR INVESTOR’S CONVENIENCE ONLY.
Appears in 1 contract
Subscription. (a1) The undersigned subscriber (Subject to the “Subscriber”)conditions to closing set forth herein, intending to be legally bound, each Purchaser hereby irrevocably subscribes for and agrees to purchase from Gyrotron Technology, Inc., a Delaware corporation (Securities for the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise aggregate purchase price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereofof such Purchaser hereto (the “Subscription Amount”). The form Securities to be issued to a Purchaser hereunder shall consist of Certificate (i) Shares in an amount equal to the quotient of Designation (“COD”x) the Subscription Amount, divided by (y) the Offering Price, rounded down to the nearest whole number, and (ii) a Warrant to purchase such number of shares of Common Stock to be determined based on a ratio of one (1) share of Common Stock for every two (2) Shares purchased hereunder. The aggregate amount of Securities to be issued pursuant to the Series B1 Preferred Offering shall not exceed 1,250,000 Shares and Warrants to purchase 625,000 shares of Common Stock, plus Warrants to purchase up to 37,500 shares of Common Stock to one or more “finders” in connection with the Offering. The Company shall allocate the Subscription Amount between the Shares and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject prior to the terms Closing and conditions described in provide notice to the Purchasers of such allocation.
(2) For purposes of this Subscription Agreement Agreement, the “Offering Price” shall be $ 3.25.
(this “Agreement”3) and any other documents concerning As soon as possible after the date hereof, the Company that have been furnished to shall hold the Subscriber concerning closing of the Offering (the “Other Offer DocumentsClosing”).
(4) Prior to the Closing, each Purchaser shall deliver the applicable Subscription Amount by check payable to the escrow account set forth on Schedule A or by wire transfer to such escrow account in accordance with the wire transfer instructions set forth on Schedule A, and such amount shall be held in the manner described in Paragraph (5) below.
(5) All payments for Securities made by the Purchasers will be deposited as soon as practicable for the undersigned’s benefit in an escrow account. The Shares Any interest earned on such payments shall revert back to the escrow agent and shall be used to offset the escrow account fees. Payments for Securities made by the Purchasers will be returned promptly, without interest or deduction, if, or to the extent, the undersigned’s subscription is rejected or the Offering is terminated for any reason.
(6) Upon receipt by the Company of the requisite payment for all Securities to be purchased by the Purchasers whose subscriptions are accepted, the Company shall, at the Closing: (i) irrevocably instruct Wxxxx Fargo Shareowner Services, the Company’s transfer agent, to issue and deliver to each Purchaser stock certificates representing the shares of Common Stock purchased under this Agreement; (ii) issue and deliver, within 3 trading days after the Closing date, to each Purchaser a Warrant to purchase such number of shares of Common Stock calculated in accordance with Paragraph (1) above; (iii) deliver to the Purchasers a certificate stating that are the subject representations and warranties made by the Company in Section C of this Agreement were true and correct in all material respects when made and are part true and correct in all material respects on the date of Closing relating to the Securities subscribed for pursuant to this Agreement as though made on and as of the Closing date (provided, however, that representations and warranties that speak as of a specific date shall continue to be true and correct as of the Closing with respect to such date); and (iv) cause to be delivered to the Purchasers an offering opinion of Units by Pxxx Xxxxxxxx LLP substantially in the form of Exhibit A hereto and reasonably acceptable to counsel for the Purchasers.
(7) Each Purchaser acknowledges and agrees that this Agreement shall be binding upon such Purchaser upon the execution and delivery to the Company of such Purchaser’s signed counterpart signature page to this Agreement unless and until the Company shall reject the subscription being made hereby by such Purchaser.
(the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units 8) Each Purchaser agrees that the Company may offer and/or sell is at the Companyreduce such Purchaser’s discretion. The Company may use broker-dealers and other agents subscription with respect to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Shares and Warrants to be purchased hereunder as without any prior notice or further consent by such Purchaser. If such a reduction occurs, the part of the Units. in additional Warrants The Company may terminate Subscription Amount attributable to the Offering at any time reduction shall be promptly returned, without prior notice. Also, interest or deduction.
(9) Each Purchaser acknowledges and agrees that the Company, in its sole discretion, may accept or reject this subscription for purchase of Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to by such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued Purchaser pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes of the United States securities laws and cannot be transferred except as permitted under these laws.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined by subject to all the Company in its discretion, the Company may determine to accept a subscription for only a portion of the Shares terms and the Warrants for which the Subscriber has subscribed conditions set forth in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance of the purchase price will be repaid to the Subscriber without interest.
(c) The Subscriber may not withdraw this subscription or any amount paid pursuant thereto.
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Subscription. (a) The undersigned subscriber 1.1 Subscriber hereby subscribes for and agrees to purchase the number of shares (the “Subscriber”"Shares") of common shares, $.001 par value per share (the "Common Shares"), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc.of Basic Empire Corporation, a Delaware Nevada corporation (the “"Company”) _______ units "), indicated on the signature page attached hereto at the purchase price set forth on such signature page (the “Units”) each consisting "Purchase Price"), such Purchase Price being equal to the product of (i) one share the number of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (Common Shares subscribed for by the “Series B1 Preferred Stock”), of the Company, Subscriber and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par current fair market value $0.001 per share of the Company (each, a “shares of Common Share”), expiring no later than March 31, 2016 with an exercise price Shares. Subscriber has made or will make payment by wire transfer of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made funds in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning instructions from the Company that have been furnished to in the full amount of the Purchase Price of the Common Shares for which Subscriber concerning the Offering is subscribing (the “Other Offer Documents”"Payment"). The Shares that are the subject of this .
1.2 This Agreement are is part of an isolated offering of Units Common Shares being conducted by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber’s funds without interest as soon as practicable. The Series B1 Preferred Stock pro forma began to accrue dividends as of September 1, 2012. In lieu of requesting payment in the amount of dividends accrued through the date of delivery of the Subscriber’s subscription payment, the Company will withhold from the dividend payments otherwise payable to a Subscriber the amount of the dividends accrued through the date of delivery of the subscription payment. For the avoidance of doubt, for payments received prior to the filing of the COD, dividends accruing pro forma to the date of receipt of payment will be withheld. THE SHARES AND THE WARRANTS BEING OFFERED HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY APPLICABLE STATE OR OTHER REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OTHER OFFER DOCUMENTS OR ENDORSED THE MERITS OF THE OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE SHARES AND THE WARRANTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY THE SECURITIES ACT, CERTAIN STATE SECURITIES LAWS AND CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO. NEITHER THE SHARES AND THE WARRANTS NOR ANY INTEREST THEREIN MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND COMPLIANCE WITH ANY APPLICABLE STATE OR OTHER SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT AND COMPLIANCE, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. The Subscriber understands that the Shares and the Warrants are being issued pursuant to reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended ( the "Act"), provided afforded by Section 4(2) of such Act, or Regulation D promulgated thereunder, or both. As such, the Shares and the Warrants are only being offered and sold to investors who qualify as “accredited investors,” and the .
1.3 The Company is relying on the representations made by the Subscriber in this Agreement that the Subscriber qualifies as such an accredited investor. The Shares and the Warrants are “restricted securities” for purposes will hold closing of the United States securities laws and cannot be transferred except offering (the "Closing") at any mutually agreeable time, hereinafter sometimes referred to as permitted under these lawsa "Closing Date.
(b) The Subscriber is delivering (i) two executed copies of the signature page of this Agreement (including Exhibit A), and (ii) the subscription payment, in the form of:
(x) a check payable to “Gyrotron Technology, Inc.” to: Gyrotron Technology, Inc. 0000 Xxxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxx Xxxxxx; or
(y) a wire transfer to “Gyrotron Technology, Inc.”, Wire Transfer Instructions to the Company: Bank: Xxxxx Fargo Bank. Account Name: Swift XXXXXX0X Gyrotron Technology Inc. ABA No.: 000000000 Ref: Series B1 Units; Account No.: 8788010547 or (z) by agreeing to accept Units for funds previously advanced to the Company or other amounts due Subscriber from Company. If this subscription is accepted by the Company, in whole or in part, then, as soon as practicable following the acceptance, the Company will deliver to the Subscriber a certificate representing the Shares and the Warrants that the Subscriber has subscribed for and a fully executed copy of this Agreement. If the Offering is oversubscribed, or for any other reason determined " Upon receipt by the Company in its discretionof the requisite payment for all Common Shares to be purchased by the Subscriber, the Company may determine to accept a subscription for only a portion Common Shares so purchased will be issued in the name of the Shares and the Warrants for which the Subscriber has subscribed in this Agreement. In such a case, the Company will deliver the portion of the Shares and the Warrants that the Company has agreed to sell to the Subscriber, and the balance name of the purchase price Subscriber will be repaid registered on the stock transfer books of the Company as the record owner of such Common Shares. The Company will promptly thereafter issue to the Subscriber without interestparticipating in such closing a stock certificate for the Common Shares so purchased.
1.4 Subscriber hereby agrees to be bound hereby upon (ci) The execution and delivery to the Company of the signature page to this Agreement and (ii) written acceptance on the Closing Date by the Company of Subscriber's subscription, which shall be confirmed by faxing to the Subscriber may not withdraw the signature page to this subscription or any amount paid pursuant theretoAgreement that has been executed by the Company (the "Subscription").
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