Exchange and Subscription Sample Clauses

Exchange and Subscription. By executing the signature page to this Agreement, subject to the terms and conditions hereof, each Exchanging Member hereby agrees that, on the date that is 30 days after the date hereof or on such other date as is determined in the sole discretion of the Company but no later than the date that is immediately prior to the date of the filing by the Company of the BDC Election (such date, the “Closing Date”) such Exchanging Member will contribute such Exchanging Member’s KDA Interest (as set forth on Exhibit A) to the Company and receive, in exchange therefor (a) the Common Units set forth on Exhibit A in respect of such Exchanging Member which will be issued to such Exchanging Member on the Closing Date, and (b) a Note in the aggregate principal amount set forth on Exhibit A in respect of such Exchanging Member which will be issued to such Exchanging Member on the date that is immediately prior to the date of the filing by the Company of the BDC Election. Each Exchanging Member hereby agrees that such Exchanging Member shall not, voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer, hypothecate, pledge or otherwise dispose of his or its KDA Interest or any interest therein. On the date of this Agreement, each Exchanging Member has delivered to the Company (a) a duly completed and executed Internal Revenue Service Form W-9 and a duly executed certification, in form and manner set forth in U.S. Treasury Regulation Section 1.445-2(b)(2) of the Exchanging Member’s non-foreign status; and (b) two duly completed and executed signature pages to this Agreement.
Sample 1
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Exchange and Subscription. By executing the signature page to this Agreement, subject to the terms and conditions hereof, each Exchanging Member hereby agrees that, on such date as is determined in the sole discretion of the Company but no later than the date that is immediately prior to the date of the filing by the Company of the BDC Election (such date, the “Closing Date”) such Exchanging Member will contribute such Exchanging Member’s KDA Interest (as set forth on Exhibit A) to the Company and receive, in exchange therefor the Common Units set forth on Exhibit A in respect of such Exchanging Member which will be issued to such Exchanging Member on the Closing Date. Each Exchanging Member hereby agrees that such Exchanging Member shall not, voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer, hypothecate, pledge or otherwise dispose of his or its KDA Interest or any interest therein. On the date of this Agreement, each Exchanging Member has delivered to the Company (a) a duly completed and executed Internal Revenue Service Form W-9 and a duly executed certification, in form and manner set forth in U.S. Treasury Regulation Section 1.445- 2(b)(2) of the Exchanging Member’s non-foreign status; and (b) two duly completed and executed signature pages to this Agreement.
Sample 1
Exchange and Subscription. By executing the signature page to this Agreement, subject to the terms and conditions hereof, each Exchanging Holder hereby agrees that, on the date that is 30 days after the date hereof or on such other date as is determined in the sole discretion of the Company but no later than the date that is immediately prior to the date of the filing by the Company of the BDC Election (such date, the “Closing Date”) such Exchanging Holder will contribute all of such Exchanging Holder’s CDO Securities to the Company and receive, in exchange therefor, the Common Units set forth across from such Exchanging Holder’s named on Exhibit A hereto which will be issued to such Exchanging Holder on the Closing Date. Each Exchanging Holder hereby agrees that such Exchanging Holder shall not, voluntarily, involuntarily, by operation of law or otherwise, sell, assign, transfer, hypothecate, pledge or otherwise dispose of its CDO Securities or any interest therein. On the date of this Agreement, each Exchanging Holder has delivered to the Company (a) a duly completed and executed Internal Revenue Service Form W-9 and a duly executed certification, in form and manner set forth in U.S. Treasury Regulation Section 1.445-2(b)(2) of the Exchanging Member’s non-foreign status; and (b) two duly completed and executed signature pages to this Agreement.
Sample 1
Exchange and Subscription. Subject to the terms and conditions set forth below, the undersigned, intending to be legally bound, hereby irrevocably agrees that the Company, in lieu of issuing to it shares of common stock of the Company to which it is entitled (i) pursuant to an order of demutualization for the Company expected to be entered by the New York State Insurance Department, and (ii) pursuant to assignments to it from its affiliated policy holders of the Company (the "Assignors") as evidenced by resolution of Assignors attached hereto as Exhibit A, hereby subscribes for shares of common stock (the "Stock") of UMICO Holdings Inc., a New York corporation in such number as will represent (together with Stock which would have been issued to its Assignors) the same proportion of the total number of shares of common stock of the Holding Company to be outstanding upon demutualization as the undersigned (together with Stock which would have been issued to its Assignors) would be entitled with respect to the Company upon demutualization.
Sample 1
Exchange and Subscription. Purchaser exchanges and subscribes for the shares of Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock of the Company as noted in Section 7 hereof (the "Shares") subject to this Agreement.
Sample 1

Related to Exchange and Subscription

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

  • Subscription Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees to subscribe for and 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”).

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Warrington Fund L.P. (the “Partnership”) as indicated on page B-7 hereof. I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. I understand that Citigroup Global Markets Inc., a corporation organized under the laws of the State of New York (“CGM”), and Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, a limited liability company organized under the laws of the State of Delaware (“MSSB”), act as selling agents for the Partnership. I hereby authorize CGM to debit my brokerage account in the amount of my subscription as described in the Private Placement Offering Memorandum and Disclosure Document of the Partnership dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that all capitalized terms used in this subscription agreement (the “Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • The Subscription Agreement The Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

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