Sxxxxxxxxxxx. (x) Xxx xxxxxxxxxxd (the "Investor") hereby subscribes for and agrees to purchase one million three hundred fifty thousand (1,350,000) shares of the Common Stock ("Shares") of Banner Holding Corp., a Florida corporation (the "Company"), in consideration for the payment by the undersigned to the Company of seventeen thousand five hundred fifty dollars ($17,550).
Sxxxxxxxxxxx. Xx case any one or more of the provisions contained in the Deposit Agreement or in the ADRs should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.
Sxxxxxxxxxxx. Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
Sxxxxxxxxxxx. Xn the event that xxx xxxxxxxxx of this Agreement, or the application thereof to any Person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalid, illegal or unenforceable provision shall be fully severable, this Agreement shall then be construed and enforced as if such provision had not been contained in this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such provision as may be possible and be legal, valid and enforceable. Notwithstanding the above, in the event any such invalidity, illegality or unenforceability of any portion of Section 3(a) hereof is caused by such provision being held to be excessively broad as to time, duration, geographical scope, activity or subject in any jurisdiction, then such provision shall, at the option of Parent, remain a part of this Agreement and shall be reformed and construed within such jurisdiction by limiting and reducing it so as to be enforceable to the extent compatible with then applicable law.
Sxxxxxxxxxxx. Xx of the First Restatement Date, the Borrower has only the Subsidiaries set forth on Schedule 4.12, which Schedule sets forth with respect to each Subsidiary, the identity of each Person which owns Equity Interests in such Subsidiary and the percentage of the issued and outstanding Equity Interests owned by each such Person. The shares of each corporate Restricted Subsidiary are duly authorized, validly issued, fully paid and non assessable and are owned free and clear of any Liens, other than Liens permitted pursuant to Section 7.2(i). The interest of the Borrower in each non-corporate Restricted Subsidiary is owned free and clear of any Liens, other than Liens permitted pursuant to Section 7.2(i). As of the First Restatement Date, neither the Borrower nor any Subsidiary has issued any Disqualified Stock.
Sxxxxxxxxxxx a. The undersigned understands that Alliance Farms Cooperative Association, a Colorado cooperative association (the "Company"), may offer up to (i) an aggregate of 51 shares (the "Class A Shares") of its (Class A) Common Stock, $.01 par value, on a "best efforts, all-or- none" basis for not less than 17 Class A Shares (a "Minimum Class A Block"), and thereafter may continue to offer Class A Shares on such basis with respect to successive Minimum Class A Blocks until 51 Class A Shares have been issued and sold, (ii) an aggregate of 54 shares (the "Class B Shares") of its Class B Common Stock, $.01 par value, on a "best efforts, all-or-none" basis for not less than 18 Class B Shares (a "Minimum Class B Block"), and thereafter may continue to offer Class B Shares on such basis with respect to successive Minimum Class B Blocks until 54 Class B Shares have been issued and sold, and (iii) an aggregate of 72 shares (the "Class C Shares" and together with the Class A Shares and the Class B Shares, the "Shares") of its Class C Common Stock, $.01 par value, on a "best efforts, all-or- none" basis for not less than 24 Class C Shares (a "Minimum Class C Block"), and thereafter may continue to offer Class C Shares on such basis with respect to successive Minimum Class C Blocks until 72 Class C Shares have been issued and sold. The undersigned acknowledges and agrees that prior to the execution of this Subscription Agreement, the undersigned has received the Company's Prospectus dated ______________, 1998 for the Shares, which Prospectus contains the form of this Subscription Agreement.
Sxxxxxxxxxxx. If any term or provision of xxxx Xxxxxxxxx or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable such term or provision in any other jurisdiction, the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or enforceable.
Sxxxxxxxxxxx. Xx any xxxx xx xxxxr provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the matters that are the subject of this Agreement is not affected in a manner materially adverse to any party to this Agreement. Upon a determination by an Agency having jurisdiction that any term or other provision of this Agreement is invalid, illegal or incapable of being enforced, the Corporation and the Investor shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible.
Sxxxxxxxxxxx. If any provision hereof is invalid or unenforceable, the other provisions hereof shall remain in full force and effect.
Sxxxxxxxxxxx. Xx xxx xxxxxxxxx xx xxxx Xxxeement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
