Terms of the Subscription Agreement Sample Clauses

Terms of the Subscription Agreement. The terms of the Subscription Agreement, including but not limited to Company’s and Purchaser’s representations, warranties, covenants, agreements and indemnities are incorporated herein by this reference. Company and Purchaser acknowledges and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Subscription Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Subscription Agreement and the terms hereof, the terms of the Subscription Agreement shall govern.
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Terms of the Subscription Agreement. Except as explicitly amended or modified hereunder, the terms of the Subscription Agreement shall remain in full force and effect.
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Terms of the Subscription Agreement. 3.01 This Subscription Agreement shall become an agreement binding on the Company only if and when executed in the name and on behalf of the Company, and when notice of such execution and acceptance, which may be a copy or similar counterpart hereof, is mailed to the Undersigned. 3.02 The Company reserves the right to reject any subscription tendered to it, in whole or in part, in which case it will promptly return the consideration tendered herewith to the Undersigned. 3.03 The Undersigned has reviewed its financial condition and commitments and it is satisfied that it has no immediate foreseeable need to make any disposition of the Securities. The Undersigned understands that the Company may unilaterally refuse to approve any transfer if such would result in the loss of the securities law exemption. 3.04 The Undersigned acknowledges and understands that no U.S. federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement, of the Securities. The Undersigned represents that it fully understands the nature of the investment being made and the substantial risks thereof. 3.05 The Undersigned acknowledges that the Company will advise its transfer agent upon issuance of the Securities of the limitations upon the transfer of such Securities. 3.06 The Undersigned agrees that it may not convert the Securities until January 1, 2000 as to 1/3 of the Securities, February 1, 2000 as to the second 1/3 of the Securities and March 1, 2000 as to the remainder; provided, however, that if at any time the five-day average of the closing sales price of the Company's Common Stock exceeds $2.00 per share, such restrictions on conversion will terminate. 3.07 The provisions of this Subscription Agreement shall be construed and enforced according to the laws of the State of Georgia. In the event there is any conflict between any offering or sales material and this Subscription Agreement, the terms set forth in this Subscription Agreement shall be controlling. 3.08 This Subscription Agreement may be executed in any number of counterparts, all of which shall constitute one and the same agreement. If this Subscription Agreement is entered into by more than one person, all statements and representations herein are made and incurred both jointly and severally by each of the Undersigned. 3.09 The Undersigned confirms that it has been granted the opportunity to ask questions of, and receive answers from, rep...
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Terms of the Subscription Agreement. The parties hereto acknowledge and agree that this IP Assignment is entered into pursuant to the Subscription Agreement, to which reference is made for a further statement of the rights and obligations of Assignor and Assignee with respect to the Assigned IP. The representations, warranties, covenants, agreements, and indemnities contained in the Subscription Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Subscription Agreement and the terms hereof, the terms of the Subscription Agreement shall govern.
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Terms of the Subscription Agreement. The terms of the Subscription Agreement, including but not limited to Althea’s representations, warranties, covenants, and agreements, are incorporated herein by this reference. Xxxxxx acknowledges and agrees that the representations, warranties, covenants, and agreements contained in the Subscription Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Subscription Agreement and the terms hereof, the terms of the Subscription Agreement shall govern.
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Related to Terms of the Subscription Agreement

  • Subscription Agreements The Company shall have entered into the Subscription Agreements with each of the Investors, and such agreements shall be in full force and effect on the Closing Date.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

  • Subscription Agreement The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus. The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

  • Terms of the Sponsor Warrants (i) The Sponsor Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants and the Shares underlying the Sponsor Warrants.

  • The Purchase Agreement This Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser. B. Purchase and Sale of the Sponsor Warrants. (i) As payment in full for the 4,450,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $4,450,000 (the “Purchase Price”), which amounts shall increase to 4,720,000 Sponsor Warrants for a Purchase Price of $4,720,000 if the underwriters’ over-allotment option is exercised, and in such case all references herein to Purchase Price shall instead refer to $4,720,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Closing Date”). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, 800 Xxxxx Xxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or such other place as may be agreed upon by the parties hereto.

  • Agreement to Sell and Purchase the Shares At the Closing (as defined in Section 3), the Company will sell to the Purchaser, and the Purchaser will buy from the Company, upon the terms and conditions hereinafter set forth, the number of Shares (at the purchase price) shown below:

  • Lockup Agreement Each Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder and transferee who receives Conversion Stock, Founders' Stock, Warrant Stock and any Common Stock of the Company issued or issuable in respect of any of the foregoing upon any conversion, stock split, stock dividend, recapitalization, or similar event, hereby agrees that, in connection with the first registration of the offering of any securities of the Company under the Securities Act for the account of the Company, if so requested by the Company or any representative of the underwriters (the "MANAGING UNDERWRITER"), such Series A Holder, Series B Holder, Series C Holder, Series D Holder, Series E Holder, Series F Holder, Purchaser, Founder, Transamerica, Warrant Holder or transferee shall not sell or otherwise transfer any securities of the Company during the period specified by the Company's Board of Directors at the request of the Managing Underwriter (the "MARKET STANDOFF PERIOD"), with such period not to exceed 180 days following the effective date of the registration statement of the Company filed under the Securities Act with respect to such offering. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period. The Company shall use its reasonable best efforts to place similar contractual lockup restrictions on all capital stock issued now or hereafter to officers, directors, employees and consultants of the Company, and holders of registration rights with respect to capital stock of the Company, unless determined otherwise by the Company's Board of Directors (including the affirmative vote of a majority of the directors designated by the holders of Preferred Stock, for so long as the holders of Preferred Stock, voting as a separate class, are entitled, under the Company's Certificate of Incorporation, to elect directors). Notwithstanding the foregoing, the provisions of this Section 7 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to a transaction within Rule 145 of the Securities Act on Form S-4 or similar form which may be promulgated in the future. Notwithstanding the foregoing, Goldman may engage in brokerage, investment advisory, investment company, financial advisory, anti-raid advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of their business to the extent Goldman would have engaged in these activities without regard to its ownership of shares of the Company's Series D Preferred Stock, Series E Preferred or Stock Series F Preferred Stock.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.