Subscription and Registration Rights Agreement Sample Contracts

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Contract
Subscription and Registration Rights Agreement • October 25th, 2007 • Quantum Group Inc /Fl • Services-management consulting services • Florida

THE UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF THIS AGREEMENT

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Subscription and Registration Rights Agreement (this “Agreement”), dated as of June 22, 2008, is entered into by and between BioCancell Therapeutics Inc., a Delaware corporation (the “Company”), and Clal Biotechnology Industries Ltd. (the “Purchaser”).

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • October 28th, 2005 • Flotek Industries Inc/Cn/ • Wholesale-industrial machinery & equipment • Delaware

This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Flotek Industries, Inc, a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”), is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber, with respect to the offering (the “Offering”) for sale by the Company of shares of Common Stock, par value $.0001 per share (the “Common Stock”), as described in the Company’s Private Placement Memorandum dated August 17, 2005 (the “Memorandum”), a copy of which has been delivered to Subscriber. The Shares are being offered by the Company through Energy Capital Solutions, LP, as placement agent (the “Placement Agent”).

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT Private Offering of Shares of Common Stock
Subscription and Registration Rights Agreement • December 22nd, 2005 • Horizon Offshore Inc • Oil & gas field services, nec • New York

This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Horizon Offshore, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”), is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber, with respect to the offering (the “Offering”) for sale by the Company of shares of Common Stock, par value $0.00001 per share (the “Common Stock”), as described in the Company’s Private Placement Memorandum dated December 6, 2005 (the “Memorandum”), a copy of which has been delivered to Subscriber. The Shares are being offered by the Company through Energy Capital Solutions, LLC, as placement agent (the “Placement Agent”).

CUBIC ENERGY, INC. SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • September 1st, 2009 • Cubic Energy Inc • Drilling oil & gas wells • Texas

The selling stockholders and any underwriters, dealers or agents that participate in distribution of the shares may be deemed to be underwriters, and any profit on sale of the shares by them and any discounts, commissions or concessions received by any underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Subscription and Registration Rights Agreement (this “Agreement”), dated as of 12 March, 2008, is entered into by and between BioCancell Therapeutics Inc., a Delaware corporation (the “Company”), and Clal Biotechnology Industries Ltd. (the “Purchaser”).

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT PETROL OIL AND GAS, INC. Private Offering of Shares of Common Stock
Subscription and Registration Rights Agreement • December 21st, 2004 • Petrol Oil & Gas Inc • Crude petroleum & natural gas • Nevada

This Subscription and Registration Rights Agreement (this "Agreement"), made as of the date set forth below by and between Petrol Oil and Gas, Inc., a Nevada corporation (the "Company"), and the undersigned (the "Subscriber"), is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber, with respect to the offering (the "Offering") for sale by the Company of securities units (each a "Unit" and, collectively, the "Units"), each consisting of one share (each an "Offered Share" and, collectively, the "Offered Shares") of Common Stock, par value $0.001 per share (the "Common Stock"), and a Warrant (each a "Warrant" and, collectively, the "Warrants"; the Offered Shares and the Warrants are collectively referred to as the "Securities) to purchase one share of Common Stock (each share of Common Stock underlying a warrant is referred to a "Warrant Share" and collectively referred to as "Warrant Shares"; the Offered Shares and the Warrant Sh

ATP OIL & GAS CORPORATION SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 3rd, 2004 • Atp Oil & Gas Corp • Crude petroleum & natural gas • Texas

This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and among ATP Oil & Gas Corporation (the “Company”), the persons set forth on Schedule I hereto (the “Selling Shareholders”) and the undersigned (“Subscriber”), is intended to set forth certain representations, covenants and agreements among the Company, the Selling Shareholders and the Subscriber, with respect to the offering (the “Offering”) for sale by the Company of up to 4,000,000 shares (the “Company Shares”) of common stock, par value $0.001 per share (the “Common Stock”) and by the Selling Shareholder of up to 1,000,000 shares (the “Selling Shareholder Shares”) of Common Stock.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 1st, 2004 • Warren Resources Inc • Oil & gas field exploration services • Maryland

The undersigned desires to invest in Warren Resources, Inc. (the “Company”) on the terms and conditions described in this Subscription And Registration Rights Agreement (this “Subscription Agreement”) and the Company’s Confidential Private Placement Memorandum dated November 10, 2004 (the “Memorandum”). Pursuant to the terms described in the Memorandum and in this Subscription Agreement, the Company is offering to subscribers who are accredited investors up to 3,000,000 (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), 0.25 Class A Warrants, with an entire Class A Warrant entitling its holder to purchase one Common Share at an exercise price of $10.00 per share, and 0.25 Class B Warrants, with an entire Class B Warrant entitling its holder to purchase one Common Share at an exercise price of $12.50 per share. Notwithstanding anything to the contrary in the foregoing, the undersigned acknowledges that

Contract
Subscription and Registration Rights Agreement • September 21st, 2009 • Quantum Group Inc /Fl • Services-management consulting services • Nevada

THE SECURITIES SUBSCRIBED FOR UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER THIS AGREEMENT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH AGREEMENT, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH AGREEMENT MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT CASCADE WIND CORP.
Subscription and Registration Rights Agreement • September 7th, 2010 • Xzeres Wind Corp. • Engines & turbines • Nevada

Cascade Wind Corp., Inc., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT by and among PROTHENA CORPORATION PLC ELAN CORPORATION, PLC and ELAN SCIENCE ONE LIMITED Dated as of: November 8, 2012
Subscription and Registration Rights Agreement • November 30th, 2012 • Prothena Corp PLC • Pharmaceutical preparations

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2012 (this “Agreement”), by and among Prothena Corporation plc, a public limited company incorporated in Ireland (registered number 518146), whose registered address is 25-28 North Wall Quay, Dublin 1, Ireland (the “Company”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“Elan”), and Elan Science One Limited, a private limited company incorporated in Ireland (registered number 460037), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“Subscriber”).

FORM OF
Subscription and Registration Rights Agreement • August 14th, 2003 • Evci Career Colleges Inc • Services-educational services • New York
NAVTEQ CORPORATION SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • July 12th, 2005 • Navteq Corp • Services-prepackaged software • New York

THIS SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is executed as of July 8, 2005, by and between the undersigned (the “Subscriber”) and NAVTEQ Corporation, a Delaware corporation (the “Company”), in connection with the Subscriber’s subscription for shares of the common stock, par value US$0.001 per share (the “Shares”), of the Company. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement (as defined below).

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • February 11th, 2004 • Warren Resources Inc • Oil & gas field exploration services • Delaware
SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 18th, 2002 • Accpac International Inc • Services-prepackaged software • California

THIS SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT ("Agreement") is made as of December 2002, between ACCPAC International, Inc., a Delaware corporation (the "Company"), and the person listed in Schedule 1, Part 1.

FORM OF SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • August 16th, 2004 • Warren Resources Inc • Oil & gas field exploration services • Maryland

The undersigned desires to invest in Warren Resources, Inc. (the “Company”) on the terms and conditions described in this Subscription And Registration Rights Agreement (this “Subscription Agreement”) and the Company’s Supplemental Confidential Private Placement Memorandum dated July 9, 2004 (the “Supplemental Memorandum”). Pursuant to the terms described in the Supplemental Memorandum and in this Subscription Agreement, the Company is offering to subscribers who are accredited investors up to 975,000 (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), 0.25 Class A Warrants, with an entire Class A Warrant entitling its holder to purchase one Common Share at an exercise price of $10.00 per share, and 0.25 Class B Warrants, with an entire Class B Warrant entitling its holder to purchase one Common Share at an exercise price of $12.50 per share. Notwithstanding anything to the contrary in the foregoing, th

ENDEAVOUR INTERNATIONAL CORPORATION SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • October 25th, 2006 • Endeavour International Corp • Crude petroleum & natural gas • New York

This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Endeavour International Corporation, a Nevada corporation (the “Company”), and the Persons listed on Schedule A attached hereto (each such Person an “Investor”), sets forth certain representations, covenants and agreements between the Company and the Investors, with respect to the sale by the Company of 125,000 shares of Series A Preferred Stock (“Series A Preferred Stock”), par value $0.001 per share, having the terms set forth in the Certificate of Designation of Series A Preferred Stock of the Company (the “Certificate”), a copy of which is attached hereto as Annex A. The Certificate provides that, subject to the Company obtaining the requisite stockholder approval for the Amex Approval Proposal (as defined in Section 6(p) below), the Company shall issue, in exchange for each of the outstanding shares of Series A Preferred Stock, one share of Series C Preferred

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • August 31st, 2005 • Savannah Bancorp Inc • National commercial banks

WHEREAS, the undersigned Subscriber has previously executed a Subscription and Registration Rights Agreement (the “Agreement”) with The Savannah Bancorp, Inc. (the “Company”) for the purchase of shares of common stock, par value of $1.00 per share, (the “Shares”) pursuant to that certain Confidential Private Placement Memorandum dated August 12, 2005 (the “Memorandum”); and

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • August 9th, 2006 • Carrizo Oil & Gas Inc • Crude petroleum & natural gas • Texas

This Subscription and Registration Rights Agreement (this “Agreement”), made as of the date set forth below by and between Carrizo Oil & Gas, Inc., a Texas corporation (the “Company”), and the undersigned (the “Subscriber” and, together with the other subscribers for Shares (as defined below), the “Subscribers”) is intended to set forth certain representations, covenants and agreements between the Company and the Subscriber with respect to the offering (the “Offering”) for sale by the Company of up to 1,350,000 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), as described in the Company’s Confidential Private Placement Memorandum dated July 25, 2006, as supplemented (the “Memorandum”), a copy of which has been delivered to the Subscriber. The Shares are being offered by the Company through Johnson Rice & Company, L.L.C., as the Company’s managing placement agent (the “Placement Agent”).

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