Subscription Procedures. The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus, and with respect to any direct sales made by the Dealer Manager, with the transmittal of funds procedures set forth in Section 6.
Subscription Procedures. The procedures for subscribing to the Offering are set forth in Annex A to this Agreement.
Subscription Procedures. Convertible Debentures of Nighthawk, Systems, Inc. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly to the Purchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "Purchaser") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION TH...
Subscription Procedures. To submit this Subscription, each Purchaser must deliver (i) this Agreement, including, without limitation, the annexed Purchaser Questionnaire, both duly completed and executed and (ii) an executed Registration Rights Agreement to the following address, unless otherwise advised by the Company: Middlebury Capital, LLC 000 xxxx Xxxxxx Xxxxx 0000 Xxx Xxxx XX 00000 Attention: Compliance (re Auto Data Network, Inc.) (with any questions to be raised with Xxxx Xxxxxxxxx at (000) 000 0000) The Company may accept or reject subscriptions, in whole or in part, or accept subscriptions for less than the $50,000 minimum subscription, in its sole discretion. The Company shall notify each Purchaser of the portion, if any, of such Purchaser's subscription which has been accepted, payment instructions for the purchase price, including wire transfer instructions and instructions for delivery of payment by checks, if applicable, and the date upon which the applicable Closing shall be held and payment must be made. At each applicable Closing, each Purchaser acquiring Securities at such Closing shall deliver and pay the applicable purchase price in full for the Securities being purchased by such Purchaser at such Closing, in the amount of $2.50 for each share of Series A-2 Preferred Stock for which such Purchaser's subscription has been accepted, in U.S. dollars, in immediately available funds, in accordance with the payment instructions contained in the notification to such Purchaser by the Company.
Subscription Procedures. In order to subscribe for Units, each Investor should cause the following to be delivered to the Participating Broker Dealers or to the General Partner in the case of unsolicited sales:
Subscription Procedures. Convertible Debentures (the “Debentures”) of EGPI Firecreek, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act. In order to purchase Debentures, each Subscriber must complete and execute this Subscription Agreement and the accompanying investor questionnaire (the “Questionnaire”). In addition, the Holder, as defined herein, must make a payment for the amount being subscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If the Holder is a foreign person or foreign entity, the Holder may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax, the Holder must submit a properly executed I.R.S. Form 4224 “Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States” or I.R.S. Form 1001 “Ownership Exemption or Reduced Trade Certificate”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, LTD (the “Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges.
Subscription Procedures. (1) The Borrower and each Shareholder shall do all such things as may be necessary on their part for the provision of Shareholder Funding required pursuant to this Agreement.
Subscription Procedures. The procedures for subscribing to the Offering are set forth in the Investor Platform. Your subscription is irrevocable. We will maintain all such funds for your benefit until the earliest to occur of: (i) the Closing of the Offering, (ii) the rejection of your subscription or (iii) the termination of the Offering by us in our sole discretion. In the event we are required to file a post-qualification amendment to our Offering Statement with respect to the Offering prior to Closing, we will hold your subscription until the amendment is qualified with the SEC.
Subscription Procedures. In case any securities of Exchangeco or the Company shall be offered for subscription to the beneficial holders of Class A Exchangeable Shares or other Voting Securities held by the Trustee as Trust Shares or to the Trustee in respect of such Trust Shares, the Trustee, promptly upon receipt of notice of such offer, shall use reasonable efforts to mail a copy thereof to each Beneficiary. Upon receipt by the Trustee, at least two Business Days prior to the last date fixed by Exchangeco or the Company, as applicable, for subscription, of a request from any Beneficiary to subscribe in such Beneficiary's behalf, accompanied by the sum of money required to be paid for such securities, the Trustee shall make such subscription and payment on behalf of such Beneficiary, and upon receiving from Exchangeco or the Company, as applicable, the certificates for the securities subscribed for, shall issue to such Beneficiary a Certificate in respect thereof if the same constitute Voting Securities and retain the same in such Beneficiary's Beneficiary Account and, if the same do not constitute Voting Securities, the Trustee shall deliver the same to the Beneficiary on whose behalf the subscription was made.
Subscription Procedures. The Subscriber undertakes to complete, sign and return the following documents along with one (1) executed copy of this Agreement to the Corporation:
