Subscription for an Interest Sample Clauses

Subscription for an Interest. Subject to the terms and conditions set forth in this Agreement, the Investor agrees: (a) to purchase from the Company an Interest at a purchase price equal to the amount set forth on the Investor’s signature page hereto on the line captioned “Capital Commitment” or such lesser amount as the Manager may accept pursuant to paragraph 3(b) of this Agreement (the Investor’s “Capital Commitment”), payable in the manner and at the times provided in the LLC Agreement; (b) to the extent the Investor is not already a party to the LLC Agreement, to become a party to, and be bound by all the terms and provisions of, the LLC Agreement and to perform all obligations therein imposed upon a Member with respect to the Investor’s Interest; and (c) to the extent the Investor is not already a Member, to become a Member.

Subscription for an Interest. (A) The Investor hereby irrevocably subscribes for and agrees to acquire a Partnership Interest on the terms provided for herein and in the Partnership Agreement. The Investor understands that it is not entitled to cancel, terminate or revoke this subscription or any agreements of the Investor under this Subscription Agreement. The Investor acknowledges and agrees that it shall be obligated to make capital contributions to the Partnership in respect of its Commitment at such times and in such manner as is determined by the General Partner pursuant to the Partnership Agreement. The Investor agrees to and understands the terms and conditions upon which the Partnership Interests are being offered, including, without limitation, the investment considerations and risks inherent in an investment in an illiquid vehicle that lacks an operating and that may not achieve its investment objective. (B) The Investor hereby agrees that by its execution, or execution on its behalf, of this Subscription Agreement and the Partnership Agreement and upon acceptance hereof by the General Partner on behalf of the Partnership, it shall become a limited partner of the Partnership (a “Limited Partner”).

Subscription for an Interest. The Subscriber hereby subscribes to make a Capital Commitment to DMR Mortgage Opportunity Fund LP (the “Fund”) in the amount set forth on the Execution Pages and thereby to acquire a limited partnership interest (an “Interest”) in the Fund. The Subscriber understands that, if accepted, the Subscriber’s Capital Commitment causes the Subscriber to become a limited partner (“Limited Partner”), and to be subject to the terms of the Second Amended and Restated Limited Partnership Agreement of the Fund (the “Limited Partnership Agreement”), as the same may be modified and amended from time to time, as well as to the risks, uncertainties, contingencies and expenses associated with an investment in the Fund, as summarized in the Confidential Preliminary Private Placement Memorandum of the Fund dated September 19, 2008, as the same may be supplemented or otherwise modified to the date hereof (the “Memorandum”). Capitalized terms used herein and not otherwise defined are used with the meanings set forth in the Memorandum and the Limited Partnership Agreement. This Subscription and Capital Commitment Agreement is subject to being accepted or rejected (in whole or in part) by Declaration Management & Research LLC, the general partner and investment adviser of the Fund (“Declaration”). The minimum Capital Commitment is $5,000,000. Declaration may waive the foregoing minimum in its sole discretion. Interests are only available at two closings (each, a “Closing Date”). Capital Commitments were initially accepted as of May 15, 2008 and Capital Commitments will be accepted for the second Closing Date as of September 22, 2008. The Subscriber acknowledges and agrees that if the Subscriber’s subscription to purchase an Interest is accepted, the Subscriber is obligated to make Capital Contributions, on the date(s) specified by Declaration in a Capital Call upon not less than ten (10) Business Days’ prior notice to the Subscriber, substantially in the form attached as Schedule A hereto.

Subscription for an Interest. (A) To the fullest extent permitted by law, the Subscriber hereby irrevocably subscribes for and agrees to purchase on the Closing Date an Interest in the Partnership on the terms provided for herein and in the Partnership Agreement and further agrees to be bound by and to adhere to all terms and conditions of the Partnership Agreement applicable to limited partners of the Partnership. The minimum initial subscription is U.S.$15,OOO,OOOs,ubject to the sole discretion of the General Partner on behalf of the Partnership to accept lesser amounts. The Subscriber agrees to and understands the terms and conditions upon which the Interests are being offered, including, without limitation, the "Investor Considerations" set forth in the Memorandum. (B) The Subscriber understands and agrees that the General Partner, on behalf of the Partnership, reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time prior to acceptance thereof. In the event of rejection of this subscription, this Subscription Agreement shall have no force or effect. The Subscriber hereby agrees that by its execution, or execution on its behalf, of this Subscription Agreement and the Partnership Agreement, subject to the acceptance hereof by the General Partner on behalf of the Partnership and compliance with the Partnership Agreement, it shall be admitted as a limited partner of the Partnership (a "Limited Partner").j?~2i'~~'

Subscription for an Interest. (A) The Investor agrees to become a member of the Fund (a “Member”) and in connection therewith subscribes to invest, as provided herein, the securities and any amount of cash in the Fund as specified in Exhibit 1 below (such securities and cash collectively, the “Subscription Assets”), in each case on the terms provided for herein and in the Memorandum and in the Operating Agreement of the Fund (the “Operating Agreement”). The Subscription Assets will be applied to purchase that number (rounded to four decimal places) of Interests in the Fund as is equal to the fair market value of Investor’s subscription determined as of the close of business on the day prior to the date on which Investor is admitted to the Fund as a Member (net of placement fees attributable to the subscription and Subscriber’s share of offering expenses, each calculated as set forth in the Memorandum), divided by $10,000. (B) Subject to the terms and conditions set forth in the Memorandum, Investor is required to contribute to the capital of the Fund a minimum of $2,000,000 (or such lesser amount not less than $1,000,000 as the manager of the Fund (the “Manager”), in its sole discretion, may accept), consisting of equity securities acceptable to the Manager (“Acceptable Securities”) and, if so desired by the Investor, cash. (C) The Investor acknowledges that the securities and any cash to be contributed to the Fund pursuant to this Agreement will be delivered initially to the Escrow Agent, who will hold such securities and cash in escrow for the separate account of the Investor until the Closing. In the event the exchange is not consummated (or if the Investor withdraws all or part of investor’s subscription by notice delivered to the Manager not later than the seventh day after the mailing by the Manager to the Investor of the Inspection Report), the deposited securities and any contributed cash (together with any interest actually earned on such cash) will be returned to Subscribers without charge. While deposited securities are held in escrow, ownership of such securities will remain vested in the Subscribers, which will be entitled to exercise all of their rights as owners of such securities, including voting, dividend and subscription rights. (D) The Investor understands and agrees that the Fund reserves the right to reject this subscription for Interests for any reason or no reason, in whole or in part, and at any time prior to acceptance thereof. Upon acceptance of this subscrip...

Subscription for an Interest. (A) The Investor agrees (i) to become a membership interest holder (a “Member”) of the Company, with a capital contribution equal to the Commitment set forth on the signature page hereto; or (ii) reaffirm its existing membership in the Company, with an additional capital contribution equal to the Commitment set forth on the signature page hereto; as the case may be (B) The Investor understands and agrees that the Company reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time (C) The Investor understands and agrees that the acceptance of this subscription is conditioned on: (i) the agreement of the Investor or an organization controlled by or affiliated with the Investor to procure the applicable underlying insurance coverage from an admitted carrier on terms and conditions acceptable to the Manager; and (ii) the agreement of the Investor to be bound by all of the terms of the Operating Agreement, as evidenced by the execution of the Operating Agreement by a duly authorized representative of the Investor. This subscription opportunity may be withdrawn at any time by the Company prior to the closing of the transactions contemplated by this Subscription Agreement. (D) The Investor agrees that this Subscription Agreement and any agreement of the Investor made hereunder is irrevocable, and that this Agreement shall survive the death, mental or physical incapacity or merger, dissolution or other termination of the existence of the Investor.

Subscription for an Interest. 1.1 The Investor agrees to become a member of the Fund and, in connection therewith, hereby irrevocably subscribes for and agrees to purchase an Interest in, and to make a capital contribution in respect thereof to the Fund in the amount set forth on the Signature Page hereto (the “Subscription Amount”), subject to the acceptance of this subscription by the Fund. The minimum initial capital contribution for an Interest is $25,000, subject to the right of the Board to accept capital contributions of a lesser amount. The Subscription Amount does not include an amount for any transfer taxes or any other form of tax. Subject to any legal or regulatory restrictions, the Investor’s payment will be held by the Administrator in a subscription account if received prior to the applicable subscription date. The Investor will not be paid any interest from the subscription account. 1.2 The Investor understands and agrees that the Fund reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part, and at any time prior to its acceptance. If this subscription is rejected, the Subscription Amount will be returned without interest promptly to the Investor and this Subscription Agreement shall have no force or effect. Upon acceptance of this subscription by the Fund and entry into the Fund’s Schedule of Investors, the Investor shall become a “member” of the Fund and shall be subject to the Limited Liability Company Agreement. The Investor agrees that any Interest purchased pursuant hereto will be held subject to the terms and conditions of the Limited Liability Company Agreement.