The Subscription Sample Clauses

The Subscription. 3.1: The offer 1. The offer made by NS OV-fiets for a Subscription contains at least the following information: a. The Verification Fee and the payment method. b. The Rates List plus the other rates. c. The term of the Subscription. d. The conditions and notice period to be observed when terminating a Subscription.

The Subscription. 1.1 On the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, ___________ (the “Investor”) hereby agrees to subscribe for and purchase 4,137,931 shares (the “Initial Shares”) of Series A Convertible Preferred Stock, par value $0.0001, issued hereunder having the rights, preferences and privileges set forth in the Certificate of Designation, in the form of Exhibit A hereto (the “Preferred Stock”), offered by TechCare Corp., a Delaware corporation with offices located at 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the “Company”), at a purchase price per share of $0.029 (the “Share Purchase Price”), for an aggregate consideration of $120,000 (the “Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.2 In addition, on the basis of the representations and warranties and subject to the terms and conditions set forth in this Subscription Agreement, the Investor shall be entitled, until the 12 month anniversary of the Effective Date, to subscribe for, and purchase, 200,000 additional shares of the Company’s Preferred Stock (the “Additional Shares” and together with the Initial Shares, the “Shares”) at a purchase price per share of $0.60, for an aggregate consideration of $120,000 (the “Additional Subscription Proceeds”), all pursuant to the terms and conditions set forth in this Subscription Agreement. 1.3 The undersigned Investor understands that the offering by the Company under this Subscription Agreement is being made only to persons/institutions who are not U.S. Persons, as defined in Rule 902 of Regulation S promulgated by the SEC under the Act and that the Company will not offer Shares nor accept subscriptions from any person and/or entity that is a U.S. Person as defined in Rule 902 of Regulation S. 1.4 On the basis of the representations and warranties of the Investor and subject to the terms and conditions set forth herein, the Company, by its execution and delivery of the counter-signed copy of this Subscription Agreement, hereby irrevocably agrees to accept the subscription and sell to the Investor the Shares subscribed for herein. 1.5 Subject to the terms hereof, the offer and sale of the Shares under this Subscription Agreement will be effective only upon receipt by the Company of the Subscription Proceeds. 1.6 Within seven (7) days of from the receipt of the Subscription Proceeds or the Additional Subscription Proc...

The Subscription. (A) Subject to Clause 2, the Company hereby agrees to allot and issue to the Investor and the Investor, relying on the warranties set out in Clause 5(A), agree to subscribe or procure its nominees to subscribe for the Subscription Shares at the Subscription Price, at Completion. Subject to Clause 2, the Investor shall pay to the Company an aggregate of HK$843,334 for the Subscription Shares on Completion.

The Subscription. 2.1 Subject to Clause 4, the Subscriber shall subscribe and pay for the Subscription Shares at the Subscription Price and the Company shall, subject to payment in full, allot and issue the Subscription Shares subject to its memorandum of association and bye-laws of the Company upon Completion. 2.2 The Subscriber shall be entitled to nominate one of its wholly-owned subsidiaries to take up the Subscription Shares upon Completion provided that written notice of such nomination shall be made to the Company at least three Business Days prior to the Completion Date, provided further that the nomination as such shall not release the Subscriber from performing its obligations under this Agreement.

The Subscription. 2.1 The Special Warrants will be issued and registered in the name shown at the beginning of this Agreement under “Registration Instructions”, or if that name has not been completed, then in the Subscriber’s name. 2.2 The Subscriber acknowledges that the Special Warrants subscribed for hereunder form part of a larger sale of Special Warrants by the Issuer. 2.3 The Subscriber acknowledges that the Special Warrants are non-transferable. 2.4 Each Special Warrant entitles the holder to acquire, without payment of any consideration in addition to that paid for the Special Warrant, one (1) common share in the capital of the Issuer (a “Share”). 2.5 The Special Warrants will automatically convert into Common Shares and will be deemed to have been exercised without any further action or payment on the part of the Holder on the earlier of: (a) the first (1st) business day following the day on which a receipt for a (final) prospectus has been issued to the Issuer by or on behalf of the securities regulatory authorities in a province of Canada or such other jurisdiction(s) as may be determined by the Issuer; or, (b) the 240th day following the date of issuance of the Special Warrants. (the “Automatic Conversion”) The issuance of the Special Warrants shall not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights prior to or following the Automatic Conversion of the Special Warrants. 2.6 Following the Automatic Conversion of the Special Warrants, the Issuer will deliver certificates representing the underlying Shares to its legal counsel to hold in the Issuer’s corporate records book. Alternatively, in the event that the Issuer becomes listed on a stock exchange, the registrar and transfer agent of the Issuer, will issue to the Holder a freely-trading “public company” common share certificate representing the number of Shares held by the Subscriber following the exercise or automatic conversion of the Special Warrants. 2.7 The written acknowledgment of Special Warrant to be delivered to the Subscriber following the Closing is for information only and will be not negotiable and non-transferable. The Issuer will not issue warrant certificates upon the issuance of the Special Warrants. The Special Warrants are being issued in the capital of the Issuer as uncertificated, book entry only, special warrants.

The Subscription. Seritage hereby issues and delivers to SHC, and SHC hereby subscribes for, [—] unitized Rights, each with the right when exercised to purchase one Seritage Common Share from Seritage, subject to certain conditions and on the terms and in the manner described in “The Rights Offering” section of the Form S-11, the receipt of which Rights by SHC is hereby acknowledged.

The Subscription. On 14 November 2021, the Company entered into the Subscription Agreement with the Subscriber, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Company has conditionally agreed to allot and issue, on the date of the Subscription Completion, 538,942,750 Subscription Shares at the Subscription Price of HK$0.882 per Subscription Share, at an aggregate consideration of HK$475,347,506. The principal terms of the Subscription Agreement are as follows:

The Subscription. Subject to the terms and conditions of this Exchange/Subscription Agreement including the satisfaction or waiver of the conditions precedent specified in Section 5, on the Closing Date, the Issuer shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Issuer, and the Guarantor shall guarantee, New Notes (the “Purchased New Notes”) in an aggregate principal amount as set forth in column “New Money Notes ($)” of Exhibit A hereto, for an aggregate purchase price in cash in respect of such Purchased New Notes as set forth in column “New Money” of Exhibit A (such aggregate cash purchase price, the “Cash Purchase Price”).

The Subscription. If the Investor is participating in the Subscription, subject to the terms and conditions of this Exchange/Subscription Agreement, the undersigned Investor hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the undersigned Investor, additional New Notes (the “Purchased New Notes”) having an aggregate principal amount as set forth on Annex A hereto (the “Purchased Principal Amount”), at a purchase price payable in cash equal to % of the Purchased Principal Amount (such aggregate cash purchase price, the “Cash Purchase Price”).

The Subscription. On 20 June 2018, the Company has entered into the Subscription Agreement with the Issuer, pursuant to which, the Company has agreed to subscribe the Notes in the principal amount of HK$420,000,000. Principal terms of the Subscription Agreement are set out below: Date: 20 June 2018 Parties: 1. The Company