Subscribed Securities definition
Examples of Subscribed Securities in a sentence
The Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities or that are component securities of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer, prohibition on redemption and other restrictions as set forth in this Agreement.
Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below, the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.
The Registration Rights Agreements shall provide the Purchaser (and Permitted Transferees) with registration rights with respect to the Subscribed Securities that are no less favorable to the Purchaser (or any Permitted Transferee) than the registration rights of the Sponsor set forth therein.
Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Subscribed Securities.
All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed Securities has been taken on or prior to the date hereof.
The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.
All corporate action required to be taken by the Company’s board of directors (the “Board of Directors”) and shareholders, as applicable, in order to authorize the Company to enter into this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue the Subscribed Securities in exchange for the Subscription Amount (such purchase and sale being the “Closing”).
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and Purchasers (or their successors and assigns) representing a majority of the Subscribed Securities.
On the date of this Agreement, the Purchaser shall deliver to the Company the Subscription Amount (as hereinafter defined), which shall consist solely of cash in immediately available funds, and on the Closing Date, the Company shall deliver to the Purchaser the Subscribed Securities.