PIPE Subscription Agreement Sample Clauses

PIPE Subscription Agreement. Acquiror has delivered to the Company a true, correct and complete copy of the fully executed the PIPE Subscription Agreement pursuant to which the Prosus Subscriber has committed, subject to the terms and conditions therein, to purchase shares of Acquiror Common Stock. (i) the PIPE Subscription Agreement has not been amended or modified; (ii) to the knowledge of Acquiror no such amendment or modification is contemplated except as otherwise expressly set forth therein; and (iii) to the knowledge of Acquiror the commitment contained in the PIPE Subscription Agreement has not been (and is not contemplated to be) withdrawn, terminated or rescinded in any respect by Acquiror or the other parties thereto. There are no other Contracts, agreements, supplements, side letters or arrangements to which Acquiror or any of its Affiliates is a party that could affect the conditionality or availability of the financing contemplated by the PIPE Subscription Agreement. The PIPE Subscription Agreement (in the form delivered by Acquiror to the Company) is (a) in full force and effect, and constitutes the legal, valid and binding obligations of Acquiror and, to the knowledge of Acquiror, the other parties thereto, and (b) enforceable against Acquiror and, to the knowledge of Acquiror, the other parties thereto, in accordance with its terms subject to the Bankruptcy and Equity Exception. Other than as expressly set forth in the PIPE Subscription Agreement, there are no conditions precedent related to the funding of the financing contemplated by the PIPE Subscription Agreement pursuant to any agreement relating to such financing to which Acquiror or any of its Affiliates is a party. Assuming the satisfaction of the conditions set forth in Article IX, to the knowledge of Acquiror, as of the Agreement Date, no event has occurred that, with or without notice or lapse of time or both, would, or would reasonably be expected to, (A) constitute a default, breach or, assuming the condition precedents in the Initial Business Combination Agreement will be satisfied, failure to satisfy a condition precedent set forth in the PIPE Subscription Agreement, or (B) result in any portion of the committed financing contemplated by the PIPE Subscription Agreement being unavailable on the Closing Date, assuming the conditions to such financing are satisfied or waived in accordance with the terms thereof. Assuming the satisfaction of the conditions set forth in Article IX, as of the Agreement Date, ...
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Related to PIPE Subscription Agreement

  • 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.

  • 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.

  • 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.

  • Warrant Subscription Agreement The Warrant 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.

  • SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT Please acknowledge your acceptance of the foregoing Subscription Agreement by signing and returning a copy to the undersigned together with the completed Investor Questionnaire, whereupon this Agreement shall become a binding agreement between us. Your signature below also constitutes your signature to the Investor Questionnaire you have delivered to the Company as of the date indicated below. COMPANY: CHROMADEX CORPORATION a Delaware corporation By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx, Xx. Title: President and Chief Executive Officer Dated: April 22, 2010 SUBSCRIBER: Name: Xxxxxxxx Xxxxxxx By: /s/ Print Name: Xxxxxxxx Xxxxxxx Title: (if Applicable) [Authorized Person] Dated (including date of Investor Questionnaire): April 22, 2010 Subscriber Address for Notices: Facsimile: Subscriber’s Social Security Number or Tax Identification Number (as applicable): Purchase Price: $7,000.00 Common Shares to be purchased: 50,000 Number of Warrant Shares to be represented by Warrant: 50,000

  • Subscription Documents Each person desiring to purchase Shares through the Dealer Manager, or any other Selected Broker-Dealer, will be required to complete and execute the subscription documents described in the Prospectus. Checks for the purchase of Shares will be made payable to Terra Income Fund 6, Inc. and deposited in a designated deposit account (the “Deposit Account”) of UMB Bank, N.A., as agent for the Company (the “Escrow Agent”). When a Selected Broker-Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and check were initially received by the Selected Broker-Dealer from the subscriber, the Selected Broker-Dealer shall transmit the Subscription Agreement and check to DST Systems, Inc. (the “Transfer Agent”) by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to the Selected Broker-Dealer’s internal supervisory procedures, the Selected Broker-Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Selected Broker-Dealer shall transmit the check and Subscription Agreement to the Final Review Office by the end of the next business day following the Selected Broker-Dealer’s receipt of the Subscription Agreement and check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and check, forward both the Subscription Agreement and check to the Transfer Agent. If any Subscription Agreement solicited by the Selected Broker-Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and check will be returned to the rejected subscriber within 10 business days from the date of rejection. Subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, payments for Shares shall be made payable to “Terra Income Fund 6, Inc.” At such time, the Selected Broker-Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to Terra Income Fund 6, Inc., c/o DST Systems, Inc., at the address provided in the Subscription Agreement.

  • Founder’s Purchase Agreement The Founder’s Purchase 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.

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

  • Share Purchase Agreement 33- --------------------------------------------------------------------------------

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

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