Qualifying Subscriptions definition

Qualifying Subscriptions as used herein shall mean all subscriptions that have been received and accepted by the Corporation. If, at any time prior to the termination of the Escrow Period, the Corporation has received Qualifying Subscriptions for at least $9,000,000 of Shares and preliminary approval by the Office of the Comptroller of the Currency (the "OCC") of the charter of the Corporation's proposed banking subsidiary, Bay National Bank (the "Bank"), has been received, then the Corporation shall notify the Escrow Agent and by instructions which shall accompany such notice (such notice and such instructions to be referred to herein as the "Escrow Closing Notice") given at least one (1) business day in advance of the date on which the Corporation intends to obtain a release of funds from the Escrow Account (the "Escrow Release Date"), shall specify the Escrow Release Date (which must be not more than ten (10) days after the termination of the Escrow Period) and the amount of Qualifying Subscriptions accepted by the Corporation as of the date of the Escrow Closing Notice. The Escrow Closing Notice shall be substantially in the form attached hereto and incorporated by reference herein as Exhibit B. On the Escrow Release Date, the Escrow Agent, upon receipt of a certificate (the "Closing Certificate" from the Corporation certifying that the Corporation has accepted Qualifying Subscriptions for at least $9,000,000 in Shares and that the OCC has granted preliminary approval to the Bank's charter, shall pay to the Corporation the amount specified in the Escrow Closing Notice, and shall additionally pay to the Corporation the interest earned on all subscriptions. The Escrow Agent shall pay the Corporation in the form of the Escrow Agent's check or a wire transfer directly to a non-escrow deposit account (the "Deposit Account") established by the Corporation at the Escrow Agent or at another depositary institution identified to the Escrow Agent. The Closing Certificate shall be substantially in the form of Exhibit C, attached hereto and incorporated by reference herein.
Sample 1
Qualifying Subscriptions shall refer to all subscriptions which have been received by the Managing Member and which the Managing Member intends to accept into the Fund. If Qualifying Subscriptions have been received for at least $3,000,000 of Units on or before the Minimum Offering Termination Date, the Managing Member shall notify the Escrow Agent and by instructions (which may accompany such notice or be provided subsequently) given at least 2 business days in advance, shall specify the "Initial Closing Date" (which must be not more than 10 days after the Minimum Offering Termination Date), the approximate amount of Qualifying Subscriptions for the Fund to be accepted as of such Initial Closing Date, the identity of the subscribers whose subscriptions are anticipated to be accepted as of the Initial Closing Date, and the approximate amount of the Proceeds to be paid to the Fund and to each Selling Agent, respectively. On the Initial Closing Date, the Escrow Agent, upon telephonic notice from the Managing Member and the Dealer Manager that all contingencies for payment have been satisfied as required by Rule 15c2-4 under the Act (which notice the Managing Member shall promptly confirm in writing) shall pay to the Fund and each Selling Agent the amounts specified by such notice, and shall additionally pay to the Fund the interest earned on such Proceeds for disbursement to subscribers pursuant to Section 5 hereof.
Sample 1
Qualifying Subscriptions as used herein shall mean all subscriptions that have been received and accepted by the Company. If, at any time prior to the termination of the Escrow Period, the Company has received Qualifying Subscriptions for at least $5,000,000 of shares and all final regulatory approvals have been granted for the Company to become a bank holding company, and the Company's proposed bank subsidiary to become a bank, then the Company shall notify the Escrow Deposit Agent and by instructions which shall accompany such notice (such notice and such instructions to be referred to herein as the "Escrow Closing Notice") given at least one (1) business day in advance of the date on which the Company intends to obtain a release of funds from the Escrow Account (the "Escrow Release Date"), shall specify the Escrow Release Date and the amount of Qualifying Subscriptions accepted by the Company as of the date of the Escrow Closing Notice.
Sample 1

Examples of Qualifying Subscriptions in a sentence

  • If Qualifying Subscriptions for at least $3,000,000 of Units have not been received by the Minimum Offering Termination Date, then the Escrow Agent, upon instructions from the Managing Member, shall promptly return all collected funds and uncollected checks and other instruments to the subscribers, with such interest as has been credited to them pursuant to Section 5 hereof.

  • Now that I think about it more, there was one person from this group who I talked to for a couple of hours after the group, I pretty much used my own experiences to help her.

  • The term "Qualifying Subscriptions" shall refer to all subscriptions which have been received by the Managing Member and which the Managing Member intends to accept into the Fund.

  • If Qualifying Subscriptions for at least $1,000,000 of Shares have not been received by the Minimum Offering Termination Date, then the Escrow Agent, upon instructions from the Company, shall promptly return all collected funds and uncollected checks and other instruments to the subscribers, with such interest as has been credited to them pursuant to Section 5 hereof.

  • The term "Qualifying Subscriptions" shall refer to all subscriptions which have been received by the Company and which the Company intends to accept into the Company.

  • The term "Qualifying Subscriptions" shall --------------------- refer to all subscriptions which have been received by the Managing Member and which the Managing Member intends to accept into the Fund.

  • If Qualifying Subscriptions for at least $1,000,000 of Units have not been received by the Minimum Offering Termination Date, then the fees of the Escrow Agent shall be paid by the Managing Member.

  • On the Escrow Release Date, the Escrow Agent, upon receipt of a certificate from the Corporation certifying that all conditions of the Offering as set forth in the Prospectus have been met, including acceptance of Qualifying Subscriptions for at least $2,400,000 in shares of Common Stock, shall pay to the Corporation the amounts specified in the Escrow Closing Notice, and shall additionally pay to the Corporation the interest earned on such amount.

  • If Qualifying Subscriptions -------------------------------------- for at least $3,000,000 of Units have not been received by the Minimum Offering Termination Date, then the Escrow Agent, upon instructions from the Managing Member, shall promptly return all collected funds and uncollected checks and other instruments to the subscribers, with such interest as has been credited to them pursuant to Section 5 hereof.

  • If Qualifying Subscriptions for at least 2,500,000 Units have not been received by the Minimum Offering Termination Date, then the Escrow Agent shall promptly return all collected funds and uncollected checks and other instruments to each subscriber, without deduction, penalty, or expense to the subscriber, and with such interest as has been credited to the subscriber pursuant to Section 5 hereof.


More Definitions of Qualifying Subscriptions

Qualifying Subscriptions as used herein shall mean all subscriptions that have been received and accepted by the Corporation, including, but not limited to, subscriptions received and accepted from persons who have loaned money to the Corporation (the "Lenders") and who, pursuant to their agreement with the Corporation, have elected to seek payment of their loans through the issuance in the Offering to them of shares of Common Stock valued at $10.00 per share. If, at any time prior to the termination of the Escrow Period, the Corporation has received Qualifying Subscriptions for at least $2,400,000 in shares of Common Stock and the other condition of the Offering as described in the Prospectus has been satisfied, then the Corporation shall notify the Escrow Agent and by instructions (which may accompany such notice or be provided subsequently) given at least two (2) business days in advance of the date on which the Corporation intends to obtain a release of funds from the Escrow Account (the "Escrow Release Date"), shall specify the Escrow Release Date (which must be not more than ten (10) days after the termination of the Escrow Period), the amount of Qualifying Subscriptions accepted by the Corporation as of the Escrow Release Date and the identity of the subscribers whose subscriptions have been accepted as of the Escrow Release Date (the "Escrow Closing Notice"). On the Escrow Release Date, the Escrow Agent, upon receipt of a certificate from the Corporation certifying that all conditions of the Offering as set forth in the Prospectus have been met, including acceptance of Qualifying Subscriptions for at least $2,400,000 in shares of Common Stock, shall pay to the Corporation the amounts specified in the Escrow Closing Notice, and shall additionally pay to the Corporation the interest earned on such amount. The Escrow Agent shall pay the Corporation in the form of the Escrow Agent's check payable in New York Clearing House Funds or a wire transfer directly to a non-escrow deposit account (the "Deposit Account") established by the Corporation at the Escrow Agent.
Sample 1

Related to Qualifying Subscriptions

  • Qualifying Shares means shares of Common Stock which either (i) have been owned by the Grantee for more than six (6) months and have been “paid for” within the meaning of Rule 144 promulgated under the Securities Act, or (ii) were obtained by the Grantee in the public market.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.

  • Qualifying Warrants means net share settled warrants to purchase Common Stock that have an exercise price greater than the current Market Value of the issuer’s Common Stock as of their date of issuance, that do not entitle the issuer to redeem for cash and the holders of such warrants are not entitled to require the issuer to repurchase for cash in any circumstance.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • Subscriber Shares means the Shares which the subscribers to the Instrument of the ICAV agree to subscribe for as more particularly hereinafter set forth after their names.

  • Subscription Price has the meaning set forth in Section 2.1.

  • Subscription Period means the duration of Customer’s authorized use of the Subscription Services as designated in the Order.

  • Qualifying Securities means securities issued by the Issuer that:

  • Subscription Limit means any applicable limit on the Issuer’s ability to fund newly issued ETP Securities pursuant to the terms of the LS Operating Procedures Agreement or the LS Margin Account Agreement, as may be amended from time to time.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Subscribers shall have the meaning set forth in the section of this Escrow Agreement titled “Background.”

  • Minimum Subscription means the minimum subscription from time to time specified in the Prospectus.

  • Purchase Shares has the meaning set forth in Section 2.2(a) hereof.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

  • Annual Subscription means the subscription paid by a member in accordance with the Registered Clubs Act and being paid either annually or otherwise.

  • Offering Shares means the shares of Common Stock issued to the Purchasers pursuant to the Subscription Agreements, and any shares of Common Stock issued or issuable with respect to such shares upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

  • subscription payments recurring payments” “reference transactions” "preauthorized transfers" or "preapproved payment." You can cancel your billing agreement at any time in your account interface or by contacting us. Where a payment under that billing agreement is scheduled to be made before the end of the next Business Day after you tell us to cancel it, we may cancel your billing agreement after that payment has been made. If you cancel a billing agreement, you may still owe the recipient money for goods or services that you have received but have not paid for. If we determine currency conversion is necessary for a billing agreement payment, and we perform the conversion, we will use the transaction exchange rate in effect at the time the payment is processed. The transaction exchange rate for each payment transaction may vary. Refunds to your account How refunds can happen We may allow the recipient of your payment to: • Refuse to accept it. • Decide to accept it and then use our service to send you a refund of all or any part of the amount of the payment later. We will return the amount of any refused payment or refunded payment to your Balance. We will return the amount of an unclaimed payment to your balance within 30 days after the date you initiated the payment. If any amount of any payment is returned to you in any of the ways outlined above, we may convert the returned amount for you into either: • The currency of the balance you used for the original payment (before any conversion into the currency received by the recipient happened). • The opening currency of your account. • US dollars (opening a balance in that currency for you, if you don’t have one already). If the original payment you sent involved a currency conversion we will convert the returned amount from the currency received by the recipient as follows: • If the amount is returned within one day of the date of the original payment we will use our transaction exchange rate applicable on the date of the original payment, so that you receive the original amount in the original currency you converted for the original payment. • If the amount is returned after one day of the date of the original payment we will use and you agree to accept our transaction exchange rate applicable at the time of the conversion of the returned amount. The transaction exchange rate may be applied immediately and without notice to you. We may also automatically withdraw the returned amount from your Balance and transfer the funds back to the funding source you used for the original payment. Withdrawals can also involve a currency conversion – see the section on Withdrawing money above. Risks when receiving refunds The returned amount could be lower in value than your original payment amount. This can happen as a result of: • The recipient sending you a refund lower in value than your original payment amount. As we are only a payment service provider, we cannot know what you are entitled to from the original payment recipient as a refund or why the recipient sent the refund in a particular amount. • Transaction exchange rate fluctuations. PayPal is not responsible for any loss resulting from the recipient's decision to refuse or refund your payment, except to the extent that a refund sent by the recipient is a payment executed incorrectly by PayPal We are not liable to you for the difference between the value of your original payment and the value of the resulting refund, except to the extent that the refund is an incorrect payment (see the section on Resolving Problems).

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Subscription Plan means a fixed term plan which relates to the Licensed Services as specified in the PGi Service Agreement

  • Subscription Rights means the subscription rights to purchase Rights Offering Shares.

  • Subscription Settlement Date means the second Valuation Date after the Subscription Trade Date, provided that such Valuation Date is not a Disrupted Day and that such Valuation Date is both a Currency Business Day and a Clearing System Business Day.

  • Minimum Subsequent Subscription means, in relation to the Euro Non-RDR ‘Retail’

  • Subscribed Channels means the a-la-carte channels and/or the bouquet of pay channels subscribed by the Licensee (from amongst the Channels), as are specifically identified by the Licensee by assigning tick marks (✔) as yes against such a-la-carte channels and bouquet of pay channels listed in Annexure B and Annexure B-1 of this Agreement, respectively.

  • Placement Warrants shall have the meaning given in the Recitals hereto.

  • Qualifying Notes means, with respect to each applicable series of senior preferred debt securities, each series of senior non preferred debt securities and each series of subordinated debt securities, at any time, any securities issued directly by Banco Santander that have terms not otherwise materially less favorable to the holders of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series than the terms of the senior preferred debt securities of such series, senior non preferred debt securities of such series or subordinated debt securities of such series, as applicable, provided that Banco Santander shall have delivered a certificate signed by two directors of Banco Santander to that effect to the Trustee not less than five Business Days prior to (x) in the case of a substitution of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the issue date of the relevant securities or (y) in the case of a variation of the senior preferred debt securities of the applicable series, the senior non preferred debt securities of any series or the subordinated debt securities of any series, as applicable, pursuant to “—Substitution and Variation”, the date such variation becomes effective, provided that such securities shall: