Subscription Contract Clauses (595)

Subscription. (a) The Investor agrees to buy, and the Company agrees to sell and issue to the Investor, up to an aggregate of $1,000,000 of Securities, with the Investor purchasing the Securities in the amount equal to the Investor's subscription amount at the price per share as set forth on the signature page hereto executed by the Investor (the "Subscription Amount"). (b) The Securities have been registered on the Registration Statement. The Registration Statement has been declared effective by the Securiti...es and Exchange Commission (the "SEC") and is effective on the date hereof. A final prospectus supplement is attached hereto as Exhibit A and will be delivered to the Investor as required by law. (c) The completion of the purchase and sale of the Securities (the "Closing") shall take place at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., located at 666 Third Avenue, New York, New York 10017, or at such other location(s) or remotely by facsimile transmission or other electronic means as the parties may mutually agree, on April 8, 2019, or such other date as agreed between the Company and the Investor. At the Closing, (i) the Investor shall pay the Subscription Amount by wire transfer of immediately available funds to the Company to such bank account or accounts as shall be designated by the Company, (ii) the Company shall cause the Securities to be delivered to the Investor and shall provide the Investor with a certificate signed by a duly authorized officer confirming: (a) that the representations and warranties of the Company set forth in Section 2 are true and correct as of the Closing and (b) the absence of any material adverse change in the Company, its business, or prospects since the date of this Subscription and (iii) the Company shall deliver such certificates and opinions of counsel as are customary for registered direct transactions as may be reasonably requested by the Investor. View More

Subscription. 1.1 The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the "Agreement"), in consideration of $1.00 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or r...eject this subscription and the subscription will not be binding until accepted by the Company in writing. 1.2 The closing of the Subscription of Shares hereunder (the "Closing") shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder. View More

Subscription. Subject to the terms and conditions set forth herein and in the Company Operating Agreement, Subscriber, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the Interest(s) in the amount specified on the signature page of this Subscription Agreement and agrees to become a party to the Company Operating Agreement. Subscriber tenders herewith a certified or bank cashier check, payable to the order of the Company or has or will initiate a wire in accordance with ...previously delivered wire instructions provided by the Company. In the event that the investment offering is terminated or if this subscription for any reason is rejected, the full subscription price will be promptly refunded without deduction, and this Subscription Agreement shall be null and void. View More

Subscription. (a) Investor agrees to buy and the Company agrees to sell and issue to Investor (i) such number of shares (the "Shares") of the Company's common stock, $0.001 par value per share (the "Common Stock"), and (ii) warrants to purchase such number of shares of Common Stock (the "Warrants," and together with the Shares, the "Securities") 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 Inves...tor has agreed to purchase and (y) the purchase price per Share set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto. The Company proposes to enter into substantially this same form of Subscription Agreement with certain other investors (the "Other Investors") and expects to complete sales of the Securities to them. The Investor and the Other Investors are hereinafter sometimes collectively referred to as the "Investors," and this Subscription and the Subscription Agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the "Subscriptions". (b) The Securities have been registered on a Registration Statement on Form S-3, Registration No. 333-187659 (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 supplement will be delivered to the Investor as required by law. (c) Payment of the Purchase Price for, and delivery by the Company of, the Securities shall take place at a closing (the "Closing"), which shall occur no later than three (3) trading days after the date of this Subscription, subject to the satisfaction or waiver of all the conditions to the Closing (the "Company Closing Conditions") set forth in the Placement Agency Agreement (the "Placement Agreement") dated November 12, 2014 by and among the Company and the placement agent named therein (the "Placement Agent"). (d) At or prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the Purchase Price to following account designated by the Company: Account Name: Lightbridge Corporation Account Number: 664694284 Bank Name: HSBC BANK USA, N.A. Bank Address: 9201 Third Ave, Brooklyn, NY 11209 ABA or Routing Number: 021001088 Swift Code: MRMDUS33 Contact: Sophia Sudeall Tel: 718 238 9329 Such funds shall be remitted to the Company prior to 10:00 a.m., New York City time, on the date of Closing. Investor shall also furnish to the Placement Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). At the Closing, upon receipt of the Purchase Price, the Company shall cause the Securities to be delivered to the Investor, with the 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" and the delivery of the Warrants to be made by mail to the Investor at the address set forth on the signature page attached hereto immediately under the Investor's signature block. View More

Subscription. The undersigned (the "Purchaser") will purchase from Orbital Tracking Corp. (the "Company") the number of shares of Series H Preferred Stock of the Company (the "Shares") as set forth on the signature page to this Subscription Agreement, at a purchase price of $4.00 per share (the "Purchase Price"). The 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 Cer...tificate of Designation of Preferences, Rights and Limitations (the "COD") attached as Exhibit A hereto. The Subscription Agreement and 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 counted towards, the Minimum and Maximum Offering Amounts. The Initial Closing (as defined herein) of this Offering shall be subject to subscriptions being received from qualified investors and accepted by 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 the 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 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 of this Subscription Agreement. -1- In the event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company), (ii) no Shares are subscribed for prior to October 18, 2016 or, if extended, prior to November 18, 2016, or (iii) the Offering is otherwise terminated by the Company prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date, then the Company will refund all subscription funds held by it to the persons who submitted such funds, without interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense or deduction. View More

Subscription. The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Common Shares as is set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Subscriber understands and agrees that the Company reserves the right to accept or reject the Subscriber's subscription for the Common Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Compan...y, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person on behalf of the Company; the Company may do so in counterpart form. Notwithstanding the foregoing or anything to the contrary in Section 7 below, in the event that (i) the Company does not accept the subscription or (ii) the Closing Date shall not have occurred by April 18, 2022, this Subscription Agreement shall be void and of no further effect and any monies paid by the Subscriber to the Company in connection herewith shall immediately be returned to the Subscriber. The Subscriber understands that the subscribed Common Shares that will be issued pursuant to this Subscription Agreement will be ordinary shares of the Company, which will be converted to a Dutch public limited liability company (naamloze vennootschap) at or prior to Closing (as defined below). View More

Subscription. Subject to the terms and conditions hereof, the undersigned hereby irrevocably subscribes for the Securities set forth in Appendix A hereto for the aggregate purchase price set forth in Appendix A, which is payable as described in Section 4 hereof. The undersigned acknowledges that the Securities will be subject to restrictions on transfer as set forth in this subscription agreement (the "Subscription Agreement").

Subscription. (a) Investor agrees to buy and, subject to acceptance as provided below, the Company agrees to sell and issue to Investor, such number of shares (the "Shares") of Common Stock, free of restrictive legend and stop transfer orders, as are set forth on the signature page hereto, for the aggregate purchase price set forth on the signature page hereto (the "Purchase Price"). (b) The Shares have been registered pursuant to a Registration Statement on Form S-3, Registration No. 333-248709, which regist...ration statement (the "Registration Statement") was declared effective by the Securities and Exchange Commission on September 17, 2020, and is effective on the date hereof. A final prospectus supplement (the "Prospectus Supplement") will be delivered as required by law. (c) The Company may accept this Subscription at any time for all or any portion of the Shares subscribed for by executing a copy hereof as provided and notifying the Investor within a reasonable time thereafter. The Company has the right to reject this subscription for the Common Stock, in whole or in part for any reason and at any time prior to the Closing (as defined below) thereon, notwithstanding prior receipt by the Investor of notice of acceptance of the Investor's subscription. In the event the Investor's subscription is rejected, the Investor's payment will be returned promptly to the Investor without interest or deduction and this Subscription will have no force or effect. The Shares subscribed for herein will not be deemed issued to or owned by the Investor until one copy of this Subscription has been executed by the Investor and countersigned by the Company and the Closing with respect to the Investor's subscription has occurred. (d) Provided the Purchase Price has been delivered to the Company and the Company has filed the Prospectus Supplement to the Registration Statement pursuant to Rule 424(b) with respect to the offer and sale of the Shares, the closing of Investor's purchase of the Shares pursuant to this Subscription (the "Closing") shall occur on or prior to the second business day after the date of this Subscription (the date of the Closing, the "Closing Date"); provided that the Closing Date shall occur on or prior to the third business day after the date of this Subscription if this Subscription is executed after 4:30 p.m. Eastern time. Upon the Closing, the Company shall cause the Shares to be delivered to the Investor, which delivery shall be made through the facilities of The Depository Trust Company's DWAC system in accordance with the instructions set forth on the Investor's signature page attached hereto under the heading "DWAC Instructions" or otherwise provided in writing by the Investor. View More

Subscription. Subscriber hereby subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to Subscriber, such number of shares of Common Stock as is set forth on the signature page of this Subscription Agreement (the "Shares") at the Purchase Price per Share and on the terms provided for herein.

Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby subscribes for and agrees to purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Subscribed Shares (such subscription and issuance, the "Subscription"). Subscriber acknowledges and agrees that, as a result of the Domestication, the Subscribed Shares that will be issued pursuant hereto will be shares of Class A common stock in a Delaware... corporation (and not shares in a Cayman Islands exempted company). View More