Subscription Contract Clauses (1,229)

Grouped Into 38 Collections of Similar Clauses From Business Contracts

This page contains Subscription clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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... Securities 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 Arrow
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 $2,000,000 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 Securities 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, May 1, 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 Agreement, (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. Investor and (iv) the Company will have entered into that Third Amendment to the Credit Agreement by and between the Company, Wilmington Trust and Marathon Asset Management LP. View More Arrow
Subscription. (a) The Investor agrees Investors, severally and not jointly, agree to buy, and the Company agrees to sell and issue to the Investor, Investors, up to an aggregate of $1,000,000 $22,800,000 of Securities, with the each Investor purchasing the Securities in the amount equal to the such Investor's subscription amount at the price per share as set forth on the signature page hereto executed by the such Investor (the "Subscription Amount"). (b) The Securities have been registered on the... Registration Statement. The Registration Statement has been declared effective by the Securities 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 each 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 Haynes and Popeo, P.C., Boone, LLP, located at 666 Third Avenue, 30 Rockefeller Plaza, New York, New York 10017, 10112, 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, October 30, 2017, or such other date as agreed between the Company and the Investor. Investors. At the Closing, (i) the each 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, and (ii) the Company shall cause the Securities to be delivered to the each Investor and shall provide the Investor Investors 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 Closing, (b) that the Company has completed, following the date hereof and (b) inclusive of the Subscription Amount, financings for an aggregate amount of $55,000,000, (c) the absence of any material adverse change in the Company, its business, or prospects since the date of this Subscription and (iii) (d) the Company shall deliver such certificates and opinions of counsel Company's Board has appointed the Investors' representative to the Board as are customary for registered direct transactions as may be reasonably requested by the Investor. set forth in Section 5 below. View More Arrow
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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... offering 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 Arrow
Subscription. The Subscriber hereby subscribes for ____________ Shares (hereinafter "Shares") of the Company's Common Stock, at a price of $1.00 $0.50 per Share, and herewith tenders to the Company by certified bank funds for the subscription in the amount of US$________________, which the Subscriber tenders herewith as payment for the Shares. For every two (2) shares of Common Stock purchased, Subscriber shall receive, at no additional cost, a warrant to purchase one (1) share of Common Stock in the form... attached hereto as Exhibit A (the "Warrant"). The Warrant shall have a 5 year term and shall be exercisable at any time after issuance at a price of $1.00 per share. 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 offering 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 20,000,000 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 Arrow
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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... occur 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 Arrow
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... occur on or before August March 31, 2017. 2018. 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 Arrow
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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... addition, 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 Arrow
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, (i) convertible promissory notes (the "Notes") of the Company (the "Common Stock") in the principal amount set forth on the signature page hereof at a purchase price of $0.75 per share (the "Subscribed Shares"), hereof, with a minimum investment of $50,000 ("Minimum Investment... Amount"), or such lesser amount accepted by the Company in its sole discretion. In addition, each Purchaser shall also receive a warrant (the "Warrants" and together with the Subscribed Shares, Notes, the "Securities"), substantially in the form attached hereto as Exhibit A, "Securities") to purchase a number of shares of Common Stock common stock, no par value, of the Company (the "Common Stock"), equal to 50% 20% of the number of Subscribed Shares. shares of Common Stock issuable upon conversion of the Notes. The Warrants will be exercisable for a 5-year 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 Notes shall be convertible into shares of Common Stock at a conversion price of $0.75 per share. The Securities are being sold in the Offering (as defined below), the initial closing of which may be scheduled at any time after subscriptions have been received and accepted for at least the Minimum Offering Amount (as defined below) and other conditions to closing have been satisfied. Thereafter, remaining Securities will continue to be offered and sold until the date on which the Offering (as defined below) expires, and additional closings (each a "Closing") may from time to time be conducted by at times mutually agreed to between the Placement Agent (as defined below) and the Company with respect to those additional Securities units sold. View More Arrow
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Subscription. (a) The closing shall be deemed to have occurred on or about April 24, 2014 (the "Closing Date" or a "Closing") provided however, that the transactions contemplated by the Agreement and Plan of Reorganization between the Company and American Cannabis Consulting, Inc., and all of its subsidiaries have been completed ("Acquisition") (b) Upon receipt by the Company of the requisite payment for the Debenture being purchased, the Debenture so purchased will be forwarded by the Company to the Holder... or its broker, as listed on the signature page, and the name of the Holder will be registered on the Debenture transfer books of the Company as the record owner of such Debentures. (c) As long as the Holder owns the Debenture, the Holder shall have the right, to change the terms and conditions for the balance of the Debenture it then holds, to match the terms of any other offering of securities made by the Company. (d) The Holder shall fund (i) ___________________ dollars ($_________) upon Closing of the Acquisition, which shall be paid directly to the Company. View More Arrow
Subscription. (a) The (a)The closing shall be deemed to have occurred on or about April March 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") "Closing"). (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 or 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 the Closing of the Acquisition, which shall be paid directly to the Company. (e) The Holder shall be granted a security interest in all of the Company's and its " Subsidiaries' " (as defined in Section 3(a) of this Subscription Agreement), assets, currently owned or hereinafter acquired, (as defined in Schedule 3(a) of this Subscription Agreement), as more fully set forth in the Security Agreement (attached hereto as Exhibit A). View More Arrow
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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 Arrow
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 $350,000(the "Debt") into shares of Class B Convertible Preferred Common Stock of the Company (such subscription and agreement to convert being... the "Subscription"), for an aggregate of 1,000,000 3,500,000 shares of Class B Convertible Preferred Common 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 Arrow
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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.
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 US$0.86 per Unit (the "Offering Price"). The form of Warrant that will be issued to the Buyer is attached hereto as Exhibit A.
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Subscription. The undersigned Subscriber hereby subscribes to purchase the number of Shares set forth on the Omnibus Signature Page attached hereto, for the aggregate Purchase Price as set forth on such Omnibus Signature Page, subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein.
Subscription. The undersigned Subscriber Purchaser hereby subscribes to purchase the number of Shares Units set forth on the Omnibus Signature Page attached hereto, for the aggregate Purchase Price as set forth on such Omnibus Signature Page, subject to the terms and conditions of this Agreement Agreement, the Registration Rights Agreement, and the Escrow Agreement, and on the basis of the representations, warranties, covenants and agreements contained herein.
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Subscription. The undersigned subscriber (the "Subscriber") hereby makes application to purchase the number of shares of common stock specified in Section 4 hereof (the "Shares") to be issued by China Gewang Biotechnology, Inc. (the "Company"). The Purchase Price for the Shares will be 0.5 dollar per Share, as set forth in total in Section 4. The Purchase Price will be paid by wire transfer to the account of Guangdong Gewang Biotechnology Co., Ltd. the controlled affiliate of the Company, upon tender of this... Agreement by the Subscriber. View More Arrow
Subscription. The undersigned subscriber (the "Subscriber") hereby makes application to purchase the number of shares of common stock specified in Section 4 hereof (the "Shares") to be issued by China Gewang Biotechnology, Inc. (the "Company"). The Purchase Price for the Shares Share will be 0.5 dollar RMB 3.00 per Share, share, as set forth in total in Section 4. The Purchase Price will be paid by wire transfer to the account of Guangdong Gewang Biotechnology Co., Ltd. Ltd., the controlled affiliate of the... Company, upon tender of this Agreement by the Subscriber. View More Arrow
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Subscription. The Purchaser hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock of the Company, set forth on the signature page of this Agreement at a price of US $1.00 per share for the aggregate price set forth on the signature page of this Agreement (U.S. dollars) (the "Funds") pursuant to the Registration Statement. A copy of Registration Statement was provided to the Purchaser by the Company. Together with this Subscription Agreement, the Purchaser is delivering... to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing. View More Arrow
Subscription. The Purchaser hereby irrevocably subscribes for and agrees to purchase the number of shares of Common Stock of the Company, set forth on the signature page of this Agreement at a price of US $1.00 US$0.25 per share for the aggregate price set forth on the signature page of this Agreement (U.S. dollars) (the "Funds") pursuant to the Registration Statement. A copy of Prospectus included in the Registration Statement was provided to the Purchaser by the Company. Together with this Subscription... Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing. View More Arrow
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