Stock Subscriptions Sample Clauses

Stock Subscriptions. (a) Each Stockholder herewith subscribes for the number of shares set forth opposite such Stockholder's name in EXHIBIT 1 hereto of the Common Stock, par value $.01 per share (the "COMMON STOCK"), at a purchase price of $10.00 per share and tenders cash in consideration of the subscription for such Common Stock.
Sample 1
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Stock Subscriptions. (a) Each Stockholder herewith subscribes for the number of shares of the Company's Common Stock, $0.01 par value per share (the "Stock"), set forth opposite such Shareholder's name on Exhibit 1 hereto, for the purchase price set forth opposite such Shareholder's name on Exhibit 1 hereto. As indicated on Exhibit 1, certain Stockholders shall pay 100% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. Certain other Stockholders, as indicated on Exhibit 1, shall pay 50% of the purchase price owing by such Stockholder by delivering a check made to the order of Company and dated as of the date hereof. The remaining 50% of the purchase price for such other Stockholders shall be paid by wire transfer of immediately available funds by Jordan Industries, Inc., an Illinois corporation ("JII"). Each such other Stockholder shall deliver JII a note, substantially in the form of Exhibit 2 hereto (each a "Note"). In support of such Note, each such other Stockholder shall also execute and deliver on the date hereof a pledge agreement, substantially in the form of Exhibit 3 hereto (each a "Pledge Agreement"), pledging the Stock purchased by such other Stockholder hereunder to JII in accordance with the terms of such Pledge Agreement.
Sample 1
Stock Subscriptions. (a) Each Stockholder herewith subscribes for the number of shares set forth opposite Stockholder's name in Exhibit 1 hereto as (i) the Company's Common Stock, $.01 par value per share, (the "Common Stock"), (ii) the Company's Class A2 Preferred Stock, $.01 par value per share, (the "Class A2 Preferred Stock"), (iii) the Company's Class B Preferred Stock, $.01 par value per share, (the "Class B Preferred Stock"), (iv) the Company's 12.75% Notes due 2004 (the "Notes"), (v) stock options, substantially in the form of Exhibit 2 hereto (the "Options") to purchase shares of Common Stock, all as more specifically described in Exhibit 1. The purchase price of the Common Stock is $.10 per share, the purchase price for the Preferred Stock is $1,000 per share and the purchase price for the Notes is the initial principal amount thereof. The Options are being allocated to the persons listed on Exhibit 1 without initial consideration. For purposes of this Agreement and as specifically set forth on Exhibit 1, the Common Stock of certain Stockholders shall be allocated in two sets. Set 1 securities shall consist of certain shares of Common Stock ("Set 1 Securities"). Set 2 securities shall consist of the Notes, Class A2 Preferred Stock and remaining shares of Common Stock acquired by such Stockholders ("Set 2 Securities"), all as set forth in detail in Exhibit 1. Notwithstanding the foregoing, the Company acknowledges and accepts that Xxxxxxxx Xxxx, Xxxxxxx Xxxxxx, Xxxx Xxxxxx and Xxxx Xxxxxx shall purchase the Securities designated as Set 1 Securities opposite their names for cash in the amounts set forth on Exhibit 1. The Company also acknowledges and accepts that the Stockholders acquiring Set 2 Securities shall receive the Set 2 Securities in exchange for the assets acquired by the Company pursuant to the Purchase and Sale Agreements, dated as of September 1, 1994, between the Company and each of the Stockholders listed on Exhibit 1 who are receiving Set 2 Securities. The Securities are denoted as Set 1 Securities and Set 2 Securities for purposes of this section and the repurchase provisions in Section 8. The Options are neither Set 1 Securities nor Set 2 Securities, and the repurchase provisions of Section 8 shall not apply to the Options.
Sample 1
Stock Subscriptions. (a) APG Sub herewith subscribes for shares of the Company's Common Stock, $0.01 par value (the "Common Stock,") as set forth on Schedule I hereto, for a purchase price of $1.00 per share ("Original Common Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged.
Sample 1
Stock Subscriptions. (a) Each Stockholder herewith (i) subscribes for shares of the following securities of the Company as set forth on Exhibit 1 hereto: the --------- Company's Class A Common Stock, $.01 par value ("Class A Common Stock"), for a -------------------- purchase price of $1.00 per share and other good and valuable consideration, including the sponsorship of the transactions contemplated hereby, the sufficiency of which is hereby acknowledged and (ii) agrees to enter into a Stock Pledge Agreement (each a "Jordan Pledge Agreement") in favor of Xxxxxx Financial, Inc. ("Xxxxxx") as Agent for the Lenders under the Credit Agreement (as defined in Section 2(b)) in substantially the form attached as Exhibit 2 attached hereto in order to secure, among other things, the payment of amounts due pursuant to the Credit Agreement. The foregoing Class A Common Stock is referred to as the "Common Stock", and, along with any other class of capital ------------ stock of the Company, collectively the "Stock". -----
Sample 1
Stock Subscriptions. (a) Each Stockholder (i) subscribes for the number of shares set forth opposite such Stockholder's name in EXHIBIT 1 hereto of the Common Stock, par value $.01 per share (the "COMMON STOCK"), at a purchase price of $10.00 per share, (ii) tenders in consideration of the subscription for such Common Stock a Promissory Note executed and delivered by the Stockholder in favor of the Company in substantially the form of EXHIBIT 2 attached hereto (the "NOTES") and in an initial principal amount set forth in EXHIBIT 1 hereto, and (iii) agrees to enter into a Stock Pledge Agreement in favor of the Company in substantially the form of EXHIBIT 3 attached hereto (the "PLEDGE AGREEMENTS") in order to secure the payment of amounts due under the Notes. Each of the Stockholders, in order to facilitate the transactions contemplated by this Agreement, authorizes and appoints the Company or any of its representatives to direct the transfer of the subscription consideration from any account which such amounts may be paid into for the benefit of such Stockholder to any account established for the benefit of the Company or any of its subsidiaries. For purposes of this Agreement, the Common Stock and the Restricted Shares (as defined in SECTION 1(b)) are collectively referred to as the "SECURITIES").
Sample 1
Stock Subscriptions. CNGT shall use its best efforts to complete a $5,000,000 placement of equity securities pursuant to Regulation A of the Securities Act of 1933. The first proceeds raised pursuant to the Reg A shall pay back the $350,000 Promissory Note. The CNGT $350,000 Promissory Note is attached hereto as Exhibit O.
Sample 1
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Stock Subscriptions. (a) Safety Partners herewith subscribes for 344,828 shares of the Company's Class A Common Stock, $.01 par value per share (the "Common Stock"), ------------ as set forth on Exhibit 1 hereto, for a purchase price of $1.00 per share, net --------- of any fees payable by the Company to Safety Partners for services rendered, and other good and valuable consideration, including its actions in connection with the private placement of preferred stock and the senior subordinated notes by Safety Partners with various institutional investors.
Sample 1
Stock Subscriptions 
Sample 1

Related to Stock Subscriptions

  • User Subscriptions Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

  • Subscriptions Unless otherwise provided in the applicable Order Form, (a) Services and Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

  • 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 Abingdon Futures Fund L.P. (the “Partnership”) as indicated on page B-6 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 (this “Subscription Agreement”) that are not separately defined herein shall have the respective meaning 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.

  • Subscription Rights If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

  • 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 of Shares For the sum of U.S.$25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.

  • Subscription Service PROS warrants that during the Subscription Term, the Subscription Service will conform in all material respects to the functional specifications set forth in the Documentation. Customer's sole and exclusive remedy will be the deployment of a corrected version of the PROS software application that is the object of the Subscription Service, or provision of a workaround, provided however if PROS fails to provide such remedy after using commercially reasonable efforts, Customer may exercise its rights herein for breach of contract, including, but not limited to, termination pursuant to Section 10.2.

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • Common Shares 4 Company...................................................................................... 4

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

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