Subscription Arrangements. Subscriber shall deliver payment directly to the Company via the Company’s website on the offering landing page in the amount of Subscriber’s subscription and agree to the terms of the Offering, subscription agreement, and any other relevant exhibit attached thereto. Subscribers should note that prior to receipt by the Company, credit and debit card payments will incur transaction fees charged by the third-party card processing service. Upon such each Closing Date, the Subscriber’s funds shall be released to the Company. The Subscriber shall receive notice and evidence of the digital entry of the number of the Securities owned by Subscriber reflected on the books and records of the Company and verified by the Company’s transfer agent, EQ Shareowner Services (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A. Upon written instruction by the Subscriber, the Transfer Agent may record the Units beneficially owned by the Subscriber on the books and records of the Company in the name of any other entity as designated by the Subscriber.
Subscription Arrangements. Didi shall be entitled by written notification to the Company concurrently with or under the First Participation Exercise Notice, to elect to subscribe for all or any part of its Pro Rata Allocation of New Securities under this Article IV by way of purchasing convertible notes to be issued by the Company for an aggregate principal amount equivalent to the purchase consideration to be paid by Didi in respect of such New Securities to be subscribed for by it. Such convertible notes shall be on terms and conditions not more favorable than those set out in the Series A-2 Note Documents, except that (i) the Equity Securities that such convertible notes shall convert into shall be the New Securities, (ii) the conversion price at which principal amounts outstanding of such notes shall convert into the New Securities shall be equivalent to the subscription price per New Security paid by the other Participation Rights Holders hereunder and (iii) the maturity date of such convertible notes shall be no earlier than the maturity date of the Series A-2 Note.
Subscription Arrangements. On April __, 1997 the Managers will enter into a subscription agreement (the "Subscription Agreement") with the Company under which the Managers acting severally and not jointly will agree to purchase and pay for the International Firm Securities and the International Optional Securities in the respective amounts and at the price set forth in the Subscription Agreement, and otherwise upon the terms and conditions of the Subscription Agreement on the First Closing Date and the Second Closing Date, respectively, referred to therein (each a "Closing Date"). It is understood that the Company is concurrently entering into an Underwriting Agreement (the "Underwriting Agreement") with the underwriters listed on Schedule A attached thereto (the "U.S. Underwriters"), for whom Credit Suisse First Boston Corporation ("CSFBC"), Salomon Brothers Inc, Adamx, Xxrkxxxx & Xill, Xxc. and Hambxxxxx & Xuisx XXX are acting as representatives (the "Representatives"), providing for the sale of 4,480,000 shares of Securities (the "U.S. Firm Securities") in the United States and Canada and granting the U.S. Underwriters the option, exercisable from time to time by CSFBC, to purchase up to 672,000 additional shares of Securities (the "U.S. Optional Securities") for the sole purpose of covering over-allotments. The U.S. Firm Securities and the U.S. Optional Securities are collectively referred to as the "U.S. Securities. The International Firm Securities and the U.S. Firm Securities are collectively referred to as the "Firm Securities"; the International Optional Securities and the U.S. Optional Securities are collectively referred to as the "Optional Securities". The International Securities and the U.S. Securities are herein collectively called the "Offered Securities". The term "underwriting 2 commitment", as used in this Agreement with respect to any Manager, shall refer to the principal amount or number of shares or units of International Securities (plus such additional International Securities as may be required by the Subscription Agreement to be purchased by such Manager in the event of a default by one or more of the Managers) which such Manager is obligated to purchase pursuant to the provisions of the Subscription Agreement. It is also understood that certain matters will be governed by an Agreement Between U.S. Underwriters and Managers (the "Intersyndicate Agreement") between the U.S. Underwriters and the Managers, to be dated the date of the Subscription Agreement.
