Common use of INSTRUCTIONS FOR SUBSCRIPTION Clause in Contracts

INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will correspond in every particular with the name written upon the face of the Warrant certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will be proven to the satisfaction of the Company. If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail will be employed. EXHIBIT "B" THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON April 15, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11, 2008 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on April 15, 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 2 contracts

Samples: Subscription Agreement (Mabcure Inc.), Private Placement Subscription Agreement (Mabcure Inc.)

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INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will must correspond in every particular with the name written upon the face of the Warrant certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will must sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will must be proven to the satisfaction of the Company. If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail will must be employed. EXHIBIT "B" THE 2 APPENDIX C “THESE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). ACCORDINGLY, NONE OF THE SECURITIES REPRESENTED HEREBY TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE ACCORDANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. .” “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE OWNER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE , 2006 [INSERT DATE WHICH IS 4 MONTHS AND ONE DAY AFTER DATE OF CLOSING]” THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD PACIFIC TIME) ON April 15, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11, 2008 THIS IS TO CERTIFY THAT _____________________, 2008 SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF RED SKY RESOURCES INC. incorporated in the State of Nevada THIS IS TO CERTIFY THAT (the "Holder") of _____________________with an address at X.X. Xxx 000, Xxxxxxxxxxx Xxxxxx, Providenciales, Turks & Caicos Islands, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to fully paid and non-assessable common shares (the “Warrant Shares”) in the capital of Red Sky Resources Inc. (hereinafter called the “Company”) on or before 4:30 p.m. (PACIFIC TIME) on ______________ fully paid and non-assessable shares _____, 2008 (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on April 15, 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 USD $1.50 on the terms and conditions attached hereto as Appendix "“Schedule A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Red Sky Resources Inc.)

INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will must correspond in every particular with the name written upon the face of the Warrant certificate Certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will must sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will must be proven to the satisfaction of the Company. If the Warrant certificate Certificate and the form of subscription are being forwarded by mail, registered mail will must be employed. EXHIBIT "B" TRANSFER FORM Dated ___________ ___, _____ FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto_____________________________(the “Transferee”), (please type or print in block letters) (insert address) the Warrants represented by these Broker Warrants and does hereby irrevocably constitute and appoint _______________________ Attorney, to transfer the same on the books of the Company, with full power of substitution in the premises. The undersigned understands that, as a condition to any transfer of these Warrants, the Company may request a legal opinion, in form and substance reasonably satisfactory to the Company and its counsel, stating that such transfer is exempt from the registration requirements of the 1933 Act. SPACE FOR GUARANTEES OF ) SIGNATURES (BELOW) ) ) Signature of Transferor ) ) Guarantor’s Signature/Stamp ) Name of Transferor ) THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE ”) OR THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACTMAY BE OFFERED, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY PLEDGED OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, OTHERWISE TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND AND, IN EACH CASE ONLY CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. LAWS AND, IF REQUESTED BY THE COMPANY, THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN ADDITION, HEDGING TRANSACTIONS INVOLVING FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON April 15, 2010. SHARE PURCHASE WARRANTS COMPANY TO PURCHASE COMMON SHARES OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NOSUCH EFFECT.:______________ April 11, 2008 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ______________ fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on April 15, 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Agency Agreement (Gryphon Gold Corp)

INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will must correspond in every particular with the name written upon the face of the Warrant certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will must sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will must be proven to the satisfaction of the Company. If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail will must be employed. EXHIBIT "B" B THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (CENTRAL STANDARD TIME) ON April 15, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11_____, 2008 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF POINTSTAR ENTERTAINMENT CORP. incorporated in the State of Nevada THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______ fully paid and non-assessable common shares (the “Shares”) in the capital of Pointstar Entertainment Corp. (hereinafter called the “Company”) on or before 4:30 p.m. (Central Standard time) on ________ fully paid and non-assessable shares (the "Shares") in the common stock of MABCURE INC. (hereinafter called the "Company") on or before 4:30 p.m. (Pacific Standard time) on April 15___________, 2010 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 0.60 on the terms and conditions attached hereto as Appendix "A" (the "Terms and Conditions").

Appears in 1 contract

Samples: Agreement (PointStar Entertainment Corp.)

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INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will must correspond in every particular with the name written upon the face of the Warrant certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will must sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will must be proven to the satisfaction of the Company. If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail will must be employed. EXHIBIT "B" B THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 5:30 P.M. (CENTRAL STANDARD NEW YORK TIME) ON April 15November 4, 2010(2015). SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF MABCURE INCCADUCEUS SOFTWARE SYSTEMS CORP. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11, 2008 THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, _ has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ______________ 900,000 fully paid and non-assessable non‑assessable common shares (the "Shares") in the common stock capital of MABCURE INC. Caduceus Software Systems Corp. (hereinafter called the "Company") on or before 4:30 5:30 p.m. (Pacific Eastern Standard timeTime) on April 15November 4, 2010 2015 (the "Expiry Date") at a price per Share (the "Exercise Price") of US$1.25 0.25 on the terms and conditions attached hereto as Appendix "A" “B” (the "Terms and Conditions").

Appears in 1 contract

Samples: Caduceus Software Systems Corp.

INSTRUCTIONS FOR SUBSCRIPTION. The signature to the subscription will must correspond in every particular with the name written upon the face of the Warrant certificate without alteration or enlargement or any change whatever. If there is more than one subscriber, all will must sign. In the case of persons signing by agent or attorney or by personal representative(s), the authority of such agent, attorney or representative(s) to sign will must be proven to the satisfaction of the Company. If the Warrant certificate and the form of subscription are being forwarded by mail, registered mail will must be employed. D/VXD/888264.2 EXHIBIT "B" B FORM OF SERIES B COMMON SHARE PURCHASE WARRANT THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON PERSONS WHO IS ARE NOT A U.S. PERSON PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES, NOR THE SECURITIES REPRESENTED HEREBY INTO WHICH THESE SECURITIES ARE EXERCISABLE, HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. _____________ (CENTRAL STANDARD TIME) ON April 15, 2010. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF MABCURE INC. incorporated in the State of Nevada CERTIFICATE NO.:______________ April 11TIME) ON _________________________, 2008 200___. SERIES B COMMON SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF UREX ENERGY CORP. THIS IS TO CERTIFY THAT _____________________, (the "Holder") of _____________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to _______________ fully paid and non-assessable common shares (the "Shares") in the common stock capital of MABCURE INC. Urex Energy Corp. (hereinafter called the "Company") on or before 4:30 _______ p.m. (Pacific Standard __________ time) on April 15___________________, 2010 200___ (the "Expiry Date") at a price per Share of US$1.00 (the "Exercise Price") of US$1.25 on the terms and conditions attached hereto as Appendix "A" A (the "Terms and Conditions").

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Urex Energy Corp.)

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