The Subscribers Clause Samples
The Subscribers clause defines who the subscribers are in the context of the agreement, typically identifying the individuals or entities that are purchasing or receiving shares, services, or rights under the contract. This clause often specifies the obligations, rights, and qualifications of the subscribers, such as payment terms, eligibility criteria, or the process for becoming a subscriber. Its core practical function is to clearly establish the parties involved as subscribers, ensuring there is no ambiguity about who is bound by the terms and entitled to the associated benefits or responsibilities.
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The Subscribers. The Subscribers, and the Subsidiary, hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, to the best of their knowledge after reasonable inquiry:
(a) The Subsidiary has entered into a material business agreement with Electrolinks, 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 business relationship with Electrolinks;
(b) The Subsidiary is, as of the date of this Agreement, a validly existing corporation, organized pursuant to the laws of the Canada 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 business;
(c) The conduct of the Subsidiary's business is in full compliance with all applicable governmental statutes, rules, regulations, ordinances and decrees;
(d) The Subsidiary has the authority to authorize an unlimited number of shares of common stock and has currently authorized and issued 21,900,000 shares. There are no other outstanding securities of any class or of any kind or character of the Subsidiary and, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Subsidiary, to issue or sell any additional shares of the Subsidiary's Stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class;
(e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-laws of the Subsidiary; any indenture, other agreement or instrument to which the Subsidiary is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Subsidiary, its securities or its properties;
(f) The Subsidiary is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of its securities or to any agreement that affects the voting rights of a...
The Subscribers. (i) shall act reasonably and without undue delay in giving their confirmation under paragraph (a) above; and
(ii) in the event they decline to give such confirmation, shall promptly provide the Issuer with written reasons for the same.
The Subscribers have been provided with and have reviewed all requested information concerning the business of the Company, including, without limitation, the Company’s audited financial statements for the fiscal year ended December 31, 2008, the Company’s unaudited financial statements for the six months ended June 30, 2009, and any periodic report filed by the Company with the SEC since June 30, 2009 and (ii) have been given the opportunity to conduct a due diligence review of the Company concerning the terms and conditions of all matters pertaining to an investment in the Consideration Shares and the Warrants and have had all requested access to the management of the Company and the opportunity to ask questions of the management of the Company.
The Subscribers. The Subscribers hereby represent and warrant to the Corporation, as a material inducement to the Corporation’s entry into this Agreement, that, to the best of their knowledge after reasonable 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 (none), 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 the 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 business;
The Subscribers. SIGNED by ▇▇ ▇▇▇▇▇▇▇ )
The Subscribers. Borrower Lender/BPR Bank Rwanda Plc
The Subscribers. Each Subscriber hereby represents and warrants to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, except as specified on Exhibit 2.3 annexed hereto and made a part hereof (the "Subscribers' Warranty exceptions"), the following representations and warranties are, to the best of the Subscribers' knowledge, materially accurate;
(a) Each Subscriber will, on the Closing Date, own the Subsidiary stock, registered in his her or its name and subject to no liens, pledges or encumbrances, and will convey good title thereto to the Corporation, there being no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Subscriber to sell any of his shares of the Subsidiary's Stock or any options or rights with respect thereto;
The Subscribers. SIGNED by )
The Subscribers. The Subscribers hereby represent and warrant to the Corporation, as a material inducement to the Corporation's entry into this Agreement, that, to the best of their knowledge after reasonable inquiry:
(a) The Subsidiary currently leases its office space and owns certain assets including furniture, equipment and customer accounts relating to the operation of the business 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 the 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 business;
The Subscribers