Subscription Sample Clauses
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Subscription. (a) By executing this Subscription Agreement, the undersigned (referred to in this Subscription Agreement as “Subscriber” or “I”) irrevocably subscribes for and agrees to purchase Securities of ▇▇▇▇▇▇▇ Realty Trust, Inc., a Maryland corporation (referred to as the “Company”), at a purchase price of $10.00 per share (the “Per Security Price”), upon the terms and conditions set forth in this Agreement. The minimum subscription is $500. The rights of the Class A Common Stock are set forth in the Amended and Restated Articles of Incorporation, filed as an exhibit to the Offering Statement.
(b) I understand that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) and filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, I acknowledge that I have received this Subscription Agreement, copies of the Offering Circular and Offering Statement, including exhibits, and any other information required by me to make an investment decision.
(c) My subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as defined below), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to me only a portion of the number of Securities I have subscribed for. The Company will notify me whether this subscription is accepted (whether in whole or in part) or rejected. If my subscription is rejected, my payment (or portion of it if partially rejected) will be returned to me without interest and all of my obligations under this Subscription Agreement shall terminate.
(d) The aggregate number of Securities sold in the offering shall not exceed 5,000,000 (the “Maximum Offering”). The Company may accept subscriptions until [DATE], unless that period is extended by the Company in its sole discretion in accordance with applicable SEC regulations for such additional period as is required to sell the Maximum Offering (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each being referred to as a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for those provisions that are identified as surviving termination . Those p...
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. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the number of Shares of Common Stock (the “Securities”), of XTI Aircraft Company, a Delaware corporation (the “Company”) set out on the signature page hereto, at a purchase price of $1 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The rights and preferences of the Securities are as set forth in the Company’s amended and restated Certificate of Incorporation which appears as an Exhibit to the Offering Statement filed with the SEC covering the Securities.
(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SEC and any other information required by the Subscriber to make an investment decision.
(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.
(d) The aggregate number of Securities sold shall not exceed 20,000,000(the “Maximum Offering”). The Company may accept subscriptions until November 1, 2016, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Units (the “Termination Date”). Providing that subscriptions for 3,000,000 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.
Subscription. 1.1 The Subscriber hereby subscribes for and agrees to accept from the Company that number of Shares set forth on the Signature Page attached to this Subscription Agreement (the “Agreement”), in consideration of $1.00 per share. This offer to purchase is submitted in accordance with and subject to the terms and conditions described in this Subscription Agreement (the "Agreement"). The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the Company in writing
1.2 The closing of the Subscription of Shares hereunder (the “Closing”) shall occur immediately upon: (i) receipt and acceptance by the Company of a properly executed Signature Page to this Agreement; and (ii) receipt of all funds for the subscription of shares hereunder.
Subscription. 1.1. The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from Arrived Series [*], a Series of Arrived Homes 3, LLC, a Delaware series limited liability company (the “Company”), the number of Interests in Arrived Series [*] (the “Series [*] Interests”) set forth on the front of this Subscription Agreement at a purchase price of $10.00 per Series [*] Interest for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”), and on the terms and conditions of the Limited Liability Company Agreement governing the Company, dated January 3, 2023, as amended from time to time (the “Operating Agreement”), a copy of which the Purchaser has received and read. This subscription is submitted to Arrived Holdings, Inc., the managing member of the Company and of Arrived Series [*] (the “Manager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Company (the “Offering”) up to [*] Series [*] Interests for maximum aggregate gross proceeds of $[*] (“Maximum Offering Amount”).
1.2. The Purchaser understands that the Series [*] Interests are being offered pursuant to an offering circular, dated [*], 2023 (the “Offering Circular”), filed with the U.S. Securities and Exchange Commission (the “SEC”). By executing this Subscription Agreement, the Purchaser acknowledges that the Purchaser has received this Subscription Agreement, copies of the Offering Circular, the exhibits thereto, and any other information required by the Purchaser to make an investment decision.
1.3. The closing of the Offering (the “Closing”) will occur on the earliest to occur of (i) the date subscriptions for the Maximum Offering Amount have been accepted or (ii) a date determined by the Manager in its sole discretion. If an initial Closing has not occurred, the Offering shall be terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering in its sole discretion (the “Termination Date”).
Subscription. Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance, the “Subscription”).
Subscription. (a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase the Non-Voting Series A-1 Preferred Stock (the “Securities”), of Boxabl, Inc., a Nevada corporation (the “Company”), at a purchase price of $0.79 per share (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1000. The rights of the Common Stock are as set forth in the Articles of Incorporation to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).
(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [XX, 2021] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.
(d) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber within 30 days of such rejection without interest and all of Subscriber’s obligations hereunder shall terminate.
(e) The aggregate number of Securities sold shall not exceed 62,658,228 (the “Maximum Offering”). The Company may accept subscriptions until ______, 2022, unless otherwise extended by the Company in its sole discretion in accordance with applicable SEC regulations for such other period required to sell the Maximum Offering (the “Termination Date”). Providing that subscriptions for 1,265,883 Securities are received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).
(f) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscri...
Subscription. (a) This subscription, when and if accepted by the Administrator, will constitute a commitment to contribute to the Fund the Subscription Amount in accordance with terms of the LLC Agreement. The Subscriber will be admitted as a Member of the Fund at the time this subscription is accepted by the Administrator, and the Subscriber hereby irrevocably agrees to be bound by the LLC Agreement as a Member of the Fund and to perform all obligations contained in the LLC Agreement, including making contributions to the Fund.
(b) The Administrator, on behalf of the Fund, may accept or reject this Agreement, in whole or in part, in its sole discretion. This Agreement will be deemed to be accepted by the Administrator and this Agreement will be binding against the Administrator only upon acceptance of this Agreement by the Administrator. At the Closing, the Subscriber will receive a message on the Platform announcing the Administrator’s execution and acceptance of this Agreement. Upon acceptance, the Subscriber will be issued the Interest for which it has subscribed.
(c) If following the Administrator’s acceptance of this Agreement the Administrator determines that some or all of the Subscription Amount will not be invested in the Portfolio Company or otherwise applied in accordance with the LLC Agreement, the Administrator may return such excess Subscription Amount (which may be up to 100% of such Subscription Amount) to the Subscriber, in which case, to the extent so returned, the Subscriber shall be deemed to have automatically withdrawn from the Fund.
(d) The Fund has the unrestricted right to condition its acceptance of the Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional instruments (including any designations, representations, warranties, covenants), documentation and information requested by the Fund in its sole discretion, including an opinion of counsel to the Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority of the person executing the Agreement on behalf of the Subscriber (collectively the “Additional Documents”), in addition to the Subscription Agreement, its exhibits, and any documents incorporated by reference therein (these “Subscription Documents”).
(e) The Subscriber understands that the Fund has entered into or expects to enter into separate subscription agreements with other investors which are or will be substantially similar in all material respects to...
Subscription. To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities or debt instruments;
Subscription. (a) The undersigned subscriber (the “Subscriber”), intending to be legally bound, hereby irrevocably subscribes to purchase from Gyrotron Technology, Inc., a Delaware corporation (the “Company”) _______ units (the “Units”) each consisting of (i) one share of 10% Convertible Redeemable Series B1 Preferred Stock, par value $0.001 per Share (the “Series B1 Preferred Stock”), of the Company, and (ii) fifty warrants (the “Warrants”), each to acquire one share of common stock, par value $0.001 per share of the Company (each, a “Common Share”), expiring no later than March 31, 2016 with an exercise price of $1.00 per Common Share, at a price of $35.00 per Unit, plus accrued dividends, if any; all as set forth on the signature page hereof. The form of Certificate of Designation (“COD”) for the Series B1 Preferred Stock, and the Warrant Agreement for the Warrants are attached as Exhibit B and C respectively and all references to their terms are qualified in their entirety by reference to said exhibits. This subscription is made in accordance with and subject to the terms and conditions described in this Subscription Agreement (this “Agreement”) and any other documents concerning the Company that have been furnished to the Subscriber concerning the Offering (the “Other Offer Documents”). The Shares that are the subject of this Agreement are part of an offering of Units by the Company (the “Offering”), on a best efforts basis. There are 80,000 shares of Series B1 Preferred Stock authorized. The number of Units that the Company may offer and/or sell is at the Company’s discretion. The Company may use broker-dealers and other agents to offer and sell the Units, and/or finders identify and introduce potential subscribers to the Company. Compensation may be paid to these persons in the amount of (i) up to 6% of the gross proceeds to the Company of the Units that they have placed, to be paid in cash and/or in Units, and (ii) up to 4% of the number of Warrants purchased hereunder as part of the Units. in additional Warrants The Company may terminate the Offering at any time without prior notice. Also, the Company, in its sole discretion, may accept or reject this subscription for Shares and Warrants in whole or in part for any reason, but the Company will issue Shares and Warrants in respect of all subscriptions accepted prior to such termination. If the Company decides to reject this subscription, it will do so promptly following its receipt and will return the Subscriber...