Subscription Contract Clauses (595)

Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of shares (the "Shares") of the Company's common stock, $0.001 par value 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 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 pur...suant to a Registration Statement on Form S-1, Registration No. 333-212396 (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, 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 Monarch Bay Securities, LLC and Network 1 Financial Securities, Inc. (the "Underwriters") as underwriters on a "best efforts" basis. 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) 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 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). Each of the Underwriters 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 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 termination date set forth in the Registration Statement, all funds deposited in the escrow account will be returned to investors promptly in accordance with the terms of the escrow agreement and applicable law. View More

Subscription. The Subscriber hereby subscribes for ____________ Shares (hereinafter "Shares") of the Company's Common Stock, at a price of $1.00 per Share, and herewith tenders to the Company by certified bank funds for the subscription in the amount of US$________________, which the Subscriber tenders herewith as payment for the Shares. This offering will terminate 180 days from the effective date of the Prospectus (as such term is defined below), although we may close the offering on any date prior if the o...ffering is fully subscribed. As there is no minimum amount of proceeds to be raised, the funds will be deposited in the Company's operating account and used set forth in the Use of Proceeds section of this prospectus. If the Company does not sell all 19,081,038 Shares within 180 days from the date of the Prospectus, the offering for the balance of the Shares will terminate and we will sell no further shares pursuant to the offering. This Subscription Agreement (hereinafter "Subscription") is an offer by the Subscriber to subscribe for the securities offered by the Company, and, subject to the terms hereof, shall become a contract for the sale of said securities upon acceptance thereof by the Company. View More

Subscription. Each undersigned Subscriber hereby subscribes to purchase the number of shares of Common Stock equal to the Investment Amount set forth on its respective signature page attached hereto divided by the Per Share Price, subject to the terms and conditions of this Agreement and based on the representations, warranties, covenants and agreements contained herein. The Company may accept subscriptions and deposit funds in its corporate account in one or several closings (each a "Closing") that will occu...r on or before August 31, 2017. No minimum amount must be raised for the Company to have a Closing and Subscriber funds will be deposited directly into the Company's operating bank account as no escrow account is being used for this Offering. View More

Subscription. 2.2 The Investor (i) is, if a natural person, at least twenty-one (21) years of age, and (ii) is a bona fide permanent resident of and is domiciled in the state shown in the address line of Investor's signature page to this Agreement, and has no present intention of becoming a resident of any other state or jurisdiction. 2.3 The Investor has received if requested or has access to and has reviewed the Company's reports and filings required to be filed by the Company with the U.S. Securities and E...xchange Commission (the "SEC") under the Securities Exchange Act of 1934 (the "Exchange Act"), including, without limitation the Company's Form 10-K filed March 14, 2018, Form 10-K/A filed May 9, 2018, Form 10-Q filed November 7, 2018, and Forms 8-K filed November 7, 2018, November 13, 2018, December 3, 2018, December 6, 2018, January 2, 2019, and February 5, 2019. 2.5 The Investor is acquiring the Securities for his own account, for investment purposes only, and not with a view toward the resale, resyndication, distribution, subdivision or fractionalization thereof, and has no present intention of selling or transferring or otherwise distributing the same. 2.6 The Investor is aware that all documents, records and books pertaining to this investment are available at the offices of the Company at 100 Commerce Drive, Loveland, Ohio 45140, and acknowledges that all documents, records and books pertaining to this investment requested by the Investor have been made available to the Investor and the persons the Investor has retained, if any, to advise him with respect to this investment, and the Investor and such persons have been supplied with such additional information concerning this investment as has been requested. 2.7 The Investor has been given the opportunity to discuss his investment in, and the operation of, the Company with the Company's management and has been given all information that the Investor has requested and which the Investor deems relevant to his decision to invest in the Company. 2.8 The Investor agrees that the Securities (including any interest therein) will not be sold or otherwise disposed of by the Investor unless either (i) the sale or other disposition will be pursuant to a registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and any applicable securities laws of any state or other jurisdiction; or (ii) the Investor shall have notified the Company in writing of any desire on the part of the Investor to sell or dispose of all or part of the such Securities and of the manner and terms of the proposed transaction, and the Company shall have been advised in writing by counsel acceptable to it that no registration of such Securities under the 1933 Act, or the rules and regulations then in effect thereunder, or any applicable state securities laws, is required in connection with the proposed sale or other disposition. 2.10 The Investor understands that no federal or state agency has passed on or made any recommendation or endorsement of the Securities and that the Company is relying on the truth and accuracy of the representations, warranties and agreements made by him in offering the Securities for sale to him without having first registered the same under the 1933 Act. 2.11 The Investor acknowledges that there have been no representations, guarantees or warranties made to him by the Company, its officers, directors, controlling persons, agents or employees or any other person, expressly or by implication, with respect to the amount of or type of consideration, profit or loss (including tax benefits) to be realized, if any, as a result of his investment. 2.12 Investor acknowledges and understands that the Company possesses material non-public information not known to Investor that may affect the value of the Securities (the "Information"), that the Company is unable to disclose to Investor. 2.13 Investor agrees that the Company and its affiliates, principals, stockholders, partners, employees and agents shall have no liability to Investor, whatsoever due to or in connection with Company's use or non-disclosure of the Information or otherwise as a result of the transaction contemplated hereby, and Investor hereby irrevocably waives any claim that he might have based on the failure of the Company to disclose the Information. 2.14 Investor has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this Agreement and to perform all the obligations required to be performed by Investor hereunder, and such purchase will not contravene any law, rule or regulation binding on Investor or any investment guideline or restriction applicable to Investor. View More

Subscription. The Subscriber hereby subscribes for and agrees to purchase from the Company the number of Units set forth on the Signature Page, subject to acceptance by the Company, in whole or in part, in its absolute discretion.

Subscription. The undersigned (the "Purchaser"), intending to be legally bound, hereby irrevocably agrees to purchase from CytoDyn Inc., a Colorado corporation (the "Company"), the number of shares of common stock, no par value, of the Company (the "Common Stock") set forth on the signature page hereof at a purchase price of $0.75 per share (the "Subscribed Shares"), with a minimum investment of $50,000 ("Minimum Investment Amount"), or such lesser amount accepted by the Company in its sole discretion. In add...ition, each Purchaser shall also receive a warrant (the "Warrants" and together with the Subscribed Shares, the "Securities"), substantially in the form attached hereto as Exhibit A, to purchase a number of shares of Common Stock equal to 50% of the number of Subscribed Shares. The Warrants will be exercisable for a 5-year period commencing at the Closing (as defined below) at which the Subscribed Shares are issued at an exercise price of $0.75 per share. The Securities are being sold in the Offering (as defined below), the initial closing of which may be scheduled at any time after subscriptions have been received and accepted for at least the Minimum Offering Amount (as defined below) and other conditions to closing have been satisfied. Thereafter, remaining Securities will continue to be offered and sold until the date on which the Offering (as defined below) expires, and additional closings (each a "Closing") may from time to time be conducted by the Company with respect to those additional Securities sold. View More

Subscription. (a) The closing shall be deemed to have occurred on or about April 24, 2014 (the "Closing Date" or a "Closing") provided however, that the transactions contemplated by the Agreement and Plan of Reorganization between the Company and American Cannabis Consulting, Inc., and all of its subsidiaries have been completed ("Acquisition") (b) Upon receipt by the Company of the requisite payment for the Debenture being purchased, the Debenture so purchased will be forwarded by the Company to the Holder o...r its broker, as listed on the signature page, and the name of the Holder will be registered on the Debenture transfer books of the Company as the record owner of such Debentures. (c) As long as the Holder owns the Debenture, the Holder shall have the right, to change the terms and conditions for the balance of the Debenture it then holds, to match the terms of any other offering of securities made by the Company. (d) The Holder shall fund (i) ___________________ dollars ($_________) upon Closing of the Acquisition, which shall be paid directly to the Company. View More

Subscription. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the "Subscriber") 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"),... for an aggregate of 1,000,000 shares of Class B Convertible Preferred Stock of the Company (the "Shares"). The features of the Class B Convertible Preferred Stock are 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 Subscriber hereby agrees that upon delivery of the 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 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 Debt and any prior or related obligation or agreement. Subscriber agrees to indemnify and hold harmless the 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 Debt. 1.3. Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America. View More

Subscription. Subject to the terms and conditions set forth in this Agreement, in the event that any holder of the Issuer's ordinary shares, contemporaneously with or prior to the vote of the Issuer's shareholders in the extraordinary general meeting of the Issuer to approve the Transaction, elects to have such holder's ordinary shares redeemed by the Issuer, the Backstop Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer, at the Per Share Subscription Price, up to the lesser of... (x) 5,000,000 Backstop Shares, and (y) the aggregate number of Backstop Shares with a Subscription Amount equal to the shortfall in the Minimum Available Acquiror Cash Amount (as defined in the Transaction Agreement) immediately prior to the consummation of the Transaction, and the Issuer agrees to sell such Backstop Shares to the Backstop Investor at the Per Share Subscription Price. The Backstop Investor acknowledges and agrees that, as a result of the Domestication, the Backstop Shares that will be issued pursuant hereto shall be shares of common stock in a Delaware corporation (and not shares in a Cayman Islands exempted company). View More

Subscription. In consideration of and in reliance on the representations, warranties, covenants and agreements of the Company in this Agreement, subject to the sale of Units in the Offering, the Buyer hereby agrees to purchase 5,800,000 Units at a purchase price of US$0.817 per Unit (the "Offering Price"). The form of Warrant that will be issued to the Buyer is attached hereto as Exhibit A.