The Subscriber. The Subscriber (i) if a natural person, represents that the Subscriber has reached the age of 21 and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; (ii) if a corporation, partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization or other entity, represents that such entity was not formed for the specific purpose of acquiring the Promissory Notes, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Promissory Notes, the execution and delivery of this Subscription has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription in such capacity and on behalf of the subscribing individual, xxxx, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Subscriber is executing this Subscription Agreement, and such individual, partnership, xxxx, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription and make an investment in the Company, and represents that this Subscription constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Subscriber is a party or by which it is bound;
The Subscriber. (Please check each applicable subsection below.)
The Subscriber. (i) has had access to the books and records of the Company, and is fully familiar with and understands the contents thereof;
(ii) acknowledges that it has had the opportunity to ask questions of and receive answers from the management and from the authorized representatives of the Company concerning the Company and to obtain any additional information necessary to verify the accuracy of the information so furnished;
(iii) has read carefully this Agreement;
(iv) has received no solicitation or general advertisement with respect to the purchase of the Shares; and
(v) has based its investment decision on such information as is described above and supplied herein and has not received any other written communication in connection with this transaction.
The Subscriber. (A) has been furnished a copy of the Company’s confidential offering package dated May 25, 2005 (the “PPM”);
(B) has carefully read, has carefully considered and fully understands the provisions of:
(i) the PPM (including, without limitation, the terms of this offering and the Securities offered by the Company as described in the “OFFERING” section of the PPM and the materials under the “RISK FACTORS” section of the PPM);
(ii) all documents and information included as exhibits, or incorporated in the PPM by reference, including but not limited to the filings and information made by the Company under the Exchange Act (as defined in the PPM); and
(iii) this Subscription Agreement (and the exhibits and annexes hereto).
(C) has been given sufficient access and opportunity to:
(i) examine all material books and records, and material contracts and documents of the Company and such other information and documents as the Subscriber has requested; and
(ii) ask questions of the Company and its management, and, if the Subscriber asked questions of the Company or its management, has received satisfactory answers.
(D) represents and warrants that in making the decision to invest in the Securities, the Subscriber has relied on independent investigations made by the Subscriber and the Subscriber’s own professional advisors. The Subscriber acknowledges that no representation has been made by the Company or otherwise by or on behalf of the Company concerning the Securities (including any current value of the Securities or as to any prospective return on investment in the Securities), the Company, its business or prospects, or other matters, except as set forth in the PPM.
The Subscriber. 9.1.1 hereby irrevocably appoints the Company as his attorney (“Attorney”) for all purposes referred to in this Agreement or any New Option Agreement and irrevocably authorises the Attorney (on the Subscriber’s behalf) to execute any and all document(s) and to do any and all acts and things as the Attorney in its absolute discretion considers necessary or desirable in order to give full effect to the terms of this Agreement, the New Option Agreement, the terms of the Articles (or the articles of association of the New Company) or the release of the Old Option and grant of the New Option in connection with the Exchange. Every attorney that may be appointed by virtue of this clause shall be considered to act singly as the true and lawful attorney of the Subscriber with full power of substitution as specified herein;
9.1.2 agrees that the Attorney may in his name or otherwise on the Subscriber’s behalf:
The Subscriber. (i) is acquiring the securities described herein solely for the Subscriber's own account for investment purposes only and not with a view toward resale or distribution thereof, either in whole or in part; (ii) has no contract, undertaking, agreement or other arrangement, in existence or contemplated, to sell, pledge, assign or otherwise transfer the securities to any other person or entity; and (iii) agrees not to sell or otherwise transfer such securities unless and until they are subsequently registered under the Securities Act and any applicable state securities laws, or unless an exemption from any such requirement is available.
The Subscriber. The Subscribers and the Subsidiary represent and warrant to the Corporation that it will not be subject to and will indemnify and hold it harmless against any claims of brokers for commissions or other compensation in connection with this Agreement and the consummation of the transactions contemplated hereby.
The Subscriber. 3.2.1. Is entitled to receive information and reference services;
3.2.2. In order to conclude the Agreement and provide the services, he/she shall provide the Operator with reliable information about the Subscriber, by sending electronic messages or by filling in and signing the Registration Form, as well as, at the request of the Operator, provide the original documents proving the Subscriber's identity.
3.2.3. May change his/her personal details at no extra charge in case of: - change of last name, first name, patronymic, place of residence – for natural persons; - change of the company name, registered and mailing address – for legal entities; - other grounds stipulated by the XX xxxx.
3.2.4. Is under an obligation to read the terms of Services/Tariffs prior to their activation. The Subscriber shall be solely responsible for the failure to comply with this provision and may stop using any Service/Tariff if the Subscriber is not satisfied with their terms and conditions. The Subscriber is also responsible to control his/her usage of the inclusive allowance and its renewal. The Operator shall notify the Subscriber when the inclusive allowance is used up.
3.2.5. Shall fully pay for the Services within the payment terms specified in this Agreement, indicating the mobile number(s) in the Purpose of Payment field, amount paid for each number and/or valid invoice number issued by Operator; failing which, payments may not be credited to the respective account. The Subscriber shall be fully liable for a failure to pay and/or delay in payment of the Services hereunder. Where the Tariff plan or Service is provided against a regular subscription fee, the Subscriber shall fully and timely pay such a fee in accordance with the terms of the Tariff or other Services. In case the Subscriber owns more than 5 registered numbers, then the Subscriber must provide a register of payments in accordance with the form available on the official website of the Operator at xxxxx://xxx.xxxxx.xx/en/x0x.xxxxxxx/eregistry/2369, listing all the numbers and the amounts paid for each Subscriber number, failing which, payments may not be credited to the respective account.
3.2.6. May use mobile communication and data services based on the advance payment (prepaid billing) method. In this case, the services will become available for use after the Subscriber has topped up his/her Personal account with funds sufficient to cover the cost of such services. If no funds are available in the Subsc...
The Subscriber. (a) confirms, warrants and undertakes that he is acquiring the Subscriber Shares on his own behalf for investment purposes and not re-sale; Table of Contents
(b) confirms, warrants and undertakes that in deciding to apply for the Subscriber Shares, he has made his own assessment of the risks and opportunities involved and has not relied upon any warranty, representation, or inducement from any person;
(c) shall undertake all such acts, things and deeds necessary to effect a conversion, redemption, forfeiture and sale of the Subscriber Shares in accordance with the Articles and this agreement;
(d) undertakes that (if required by the Company) he shall on the date of this agreement enter into an election under section 431(1) Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (or any equivalent legislation in any applicable jurisdiction) such that any restrictions attaching to the Subscriber Shares will be ignored when valuing the Subscriber Shares for tax purposes;
(e) irrevocably agrees to the appointment of any officer of the Company to negotiate and agree on his behalf with Her Majesty’s Revenue and Customs (or any equivalent statutory body or taxation authority in any applicable jurisdiction) the restricted and/or unrestricted market value of the Subscriber Shares for tax purposes.
The Subscriber. The Subscriber hereby represents and warrants to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, to the best of its knowledge after reasonably inquiry:
(a) The Subsidiary owns or leases all of the assets described in the schedule of assets, a copy of which is annexed hereto and made a part hereof as Exhibit B, and as of the date of this Agreement no events have occurred nor have any facts been discovered which materially alters the Subsidiary's assets;
(b) The Subsidiary is, as of the date of this Agreement, a validly existing corporation, organized pursuant to the laws of Florida and has all corporate authority and power to conduct its business and to own its properties and possesses all necessary permits and licenses required in connection with the conduct of its businesses;
