Stock Subscriptions Clause Samples
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.
(b) APG Sub herewith subscribes for shares of the Company's Series B Junior Redeemable Preferred Stock, $0.01 par value (the "Series B Junior Preferred Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series B Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged.
(c) APG Sub herewith subscribes for shares of the Company's Series D Junior Redeemable Preferred Stock, $0.01 par value (the "Series D Preferred Stock and, together with the Common Stock and the Series B Junior Preferred Stock, the "Stock") as set forth on Schedule I hereto, for a purchase price of $1,000 per share ("Original Series D Preferred Cost and together with the Original Series B Preferred Cost, the "Preferred Cost") and other good and valuable consideration, the sufficiency of which is hereby acknowledged.
(d) APG acknowledges to the Company and the other stockholders of the Company that APG understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS A LIMITED FINANCIAL HISTORY AND THE COMPANY HAS BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO OPERATE ITS BUSINESS. APG ACKNOWLEDGES THAT APG MAY AND CAN AFFORD TO LOSE 2 ITS ENTIRE INVESTMENT AND THAT APG UNDERSTANDS THAT IT MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
(e) The Company covenants that upon issuance the Common Stock subscribed for by APG Sub shall aggregate $110,000 in aggregate subscription and purchase price.
(f) The Company covenants that upon issuance, the Series B Junior Preferred Stock subscribed for by APG Sub shall aggregate $3,250,000 in aggregate subscription and purchase price.
(g) The Company covenants that upon issuance, the Series D Junior Preferred Stock subscribed for by APG Sub shall aggregate $990,000 in aggregate subscription and purchase price.
(h) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence, and (ii) the fact that said Sto...
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.
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 ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ 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.
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.
(b) Each Stockholder acknowledges to the Company and the other Stockholders that such Stockholder understands and agrees, as follows: THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE COMMON STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE COMMON STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY AND ITS SUBSIDIARIES HAVE BORROWED A SUBSTANTIAL PORTION OF THE FUNDS USED TO OPERATE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT SUCH STOCKHOLDER MAY AND CAN AFFORD TO LOSE SUCH STOCKHOLDER'S ENTIRE INVESTMENT AND THAT SUCH STOCKHOLDER UNDERSTANDS SUCH STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
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.
(b) Each Stockholder nominates The Jordan Company ("TJC") to hold the Securities the Stockholder subscribes for under this Agreement. TJC acknowledges to the Stockholders and the Company that the Securities subscribed for under this Agreement will be distributed by TJC to the Stockholders pursuant to such agreements as exist between the Stockholders and TJC.
(c) Each Stockholder acknowledges to the Company and the other Stockholders that he understands and agrees, as follows: THE STOCK HAS NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS. THE STOCK IS VERY SPECULATIVE AND RISKY. THERE IS NO PUBLIC OR OTHER MARKET FOR THE STOCK NOR IS ANY LIKELY TO DEVELOP. THE COMPANY HAS LITTLE FINANCIAL HISTORY AND THE COMPANY AND ITS SUBSIDIARY HAVE BORROWED SUBSTANTIALLY ALL OF THE FUNDS AVAILABLE TO IT TO COMMENCE ITS BUSINESS. EACH STOCKHOLDER ACKNOWLEDGES THAT THE STOCKHOLDER MAY AND CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT AND THAT THE STOCKHOLDER UNDERSTANDS THE STOCKHOLDER MAY HAVE TO HOLD THIS INVESTMENT INDEFINITELY.
(d) Each certificate evidencing Stock being issued pursuant to this Agreement shall bear legends reflecting (i) this Agreement's existence and (...
Stock Subscriptions