Xxxxxxxx and Sale. XXXX Corporation, a Nevada corporation (the "Company"), has offered for sale outside the United States, pursuant to Regulation S ("Regulation S") of the United States Securities Act of 1933, as amended (the "Act"), shares of its convertible Series A Preferred Stock with the rights and privileges set forth in the resolutions attached as Exhibit A to this Agreement (the "Series A Preferred Stock"), having an aggregate value of up to $4,500,000, at the purchase price of $100.00 per Share, (the "Offering"). The undersigned purchaser (the "Purchaser") hereby tenders this subscription and applies for the purchase of that number of shares of Series A Preferred Stock as set forth below such Purchaser's name on the signature page hereof (the "Shares"). Upon acceptance by the Company of subscriptions to purchase 45,000 shares (with an aggregate purchase price of $4,500,000) a closing shall be held on or before March 15, 1998. Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares by wire transfer to the escrow agent designated by the parties ("Escrow Agent") against delivery by the Company of the certificates representing the Shares. Time is of the essence in connection with this Subscription Agreement.
Xxxxxxxx and Sale. 2 Section 1.2 Closing ..................................................................................................... 2 ARTICLE II
Xxxxxxxx and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price equal to 99.000% of the principal amount of the Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto, plus accrued interest, if any, on such Securities from May 10, 2021 to, but excluding, the Closing Date.
Xxxxxxxx and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuer, at a purchase price of 99.00% of the principal amount thereof, plus accrued interest, if any, from October 1, 2020 to the Closing Date, the aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto.
Xxxxxxxx and Sale. V-ONE Corporation, a Delaware corporation (the "COMPANY"), has offered for sale, and the undersigned purchaser (the "PURCHASER") hereby tenders this subscription and applies for the purchase of the number of shares ("SHARES") of common stock, $0.001 par value per Share (the "COMMON STOCK") set forth on the Signature Page at the purchase price of $2.00 (the "OFFERING PRICE"). The Offering is expected to expire on November 16, 1998, subject to extension(s) by the mutual agreement of the Company and the Placement Agent until November 20, 1998 without notice to investors (the "EXPIRATION DATE"). The Offering is conditioned upon the Company's receipt and acceptance of subscriptions for 1,800,000 shares and the Company's receipt of the full Purchase Price therefor ($3,600,000) by the "Expiration Date". The Company has reserved the right to sell up to an additional 922,070 shares (an additional $1,844,140 in gross sale proceeds) on the same terms set forth above in the event this Offering is oversubscribed (the "Over Subscription Option"). The Purchaser must subscribe for a minimum of 50,000 shares ($100,000), which requirement may be waived in the Company's sole discretion. Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the Purchase Price for the shares (the "PURCHASE PRICE") subscribed for. This subscription may be rejected by the Company in its sole discretion in whole or in part. THE SIGNATURE OF THE UNDERSIGNED ON THE SIGNATURE PAGE CONSTITUTES THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT.
Xxxxxxxx and Sale. 11 Section 2.2
Xxxxxxxx and Sale. Effective Date; Term of Contract; Interim Period 10 Section 2.1 Purchase and Sale 10 Section 2.2 Effective Date 11 Section 2.3 Term of Contract; Interim Period 12
