Conditions to Subscription Sample Clauses
The "Conditions to Subscription" clause defines the specific requirements that must be satisfied before an investor is obligated to complete their subscription for shares or other securities. Typically, these conditions may include obtaining necessary regulatory approvals, the accuracy of representations and warranties, or the completion of due diligence to the investor's satisfaction. By setting out these prerequisites, the clause ensures that both parties are protected and that the subscription will only proceed if all agreed-upon standards are met, thereby reducing the risk of disputes or unmet expectations.
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Conditions to Subscription. Farmers Energy’s obligation to pay the purchase price for the Units is subject to the following conditions:
1. One Earth and Farmers Energy hereby acknowledge and agree that the following conditions have been satisfied as of the date hereof:
a. One Earth has amended its Amended And Restated Operating Agreement, as required under the Terms Sheet.
b. Farmers Energy has obtained the approval of the Board of Directors of R▇▇ Stores Corporation for the consummation of the transactions contemplated hereby.
c. One Earth has obtained and provided evidence to Farmers Energy of the approval by One Earth’s Board of Directors to consummate the transactions contemplated hereby, together with the unanimous approval and the written affirmation of the current Class A Members to the consummation of such transactions and their agreement to take all reasonable actions to support the furtherance of such transactions. 1 The actual number of Units to be purchased by Farmers Energy is dependent upon the number and amount of rescissions resulting from the rescission offer being undertaken by One Earth and the total number of new investors accepted by One Earth pursuant to the post-effective amendment and rescission documents filed with the SEC and the relevant state securities regulators as of the date hereof.
d. One Earth has entered into a binding EPC contract with F▇▇▇▇, Inc for the construction of One Earth’s proposed ethanol facility in G▇▇▇▇▇ City, Illinois (the “Facility”) with a construction commencement date no later than October 19, 2007.
e. One Earth has provided Farmers Energy with the names and addresses of the current subscribers in One Earth and evidence of the funds currently held in escrow which were submitted by the current subscribers with their subscription agreements.
f. One Earth has delivered to Farmers Energy a written re-affirmation from F▇▇▇▇, Inc. and the current Class A Members which states that F▇▇▇▇, Inc. and the current Class A Members, respectively, will not accept the rescission offer described herein and in the Terms Sheet and otherwise supports the actions set forth in the Terms Sheet.
2. One Earth and Farmers Energy hereby acknowledge and agree that the following conditions shall be satisfied prior to October 19, 2007 (unless extended by Farmers Energy in its sole discretion).
a. One Earth will provide all documents and other information which Farmers Energy may reasonably request in connection with the transactions contemplated hereby, includi...
Conditions to Subscription. Trading Partner acknowledges and agrees that its failure to comply with any of the following material covenants, conditions and obligations, or any of the other terms and conditions contained in this attachment, shall constitute a breach hereof and shall be grounds for the immediate termination by GS1 GDSN of Trading Partner’s participation in the GDSN.
A. Access and Participation in GS1 Global Registry/GDSN. Trading Partner shall participate in the GDSN and obtain access to the GS1 Global Registry TM through one Data Pool which has complied with all applicable GS1 GDSN certification requirements. However, based on a Trading Partner’s business needs, a Trading Partner may join more than one Data Pool to obtain access to the GS1 Global RegistryTM and GDSN. If Trading Partner undertakes to become a Data Pool, it must separately execute a Global Registry Access and License Agreement with GS1 GDSN.
B. GDSN Data. All GDSN Data must comply with GS1 System Standards, either directly or through third party data alignment via a GDSN Data Pool.
Conditions to Subscription. This subscription shall be deemed to be accepted by the Company only when it is signed by the Company. Subscriber has executed and delivered this Subscription Agreement and hereby agrees to tender the Purchase Price at Closing in accordance with the terms hereof. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. Trading Partner acknowledges and agrees that its failure to comply with any of the following material covenants, conditions and obligations, or any of the other terms and conditions contained in this attachment , shall constitute a breach hereof and shall be grounds for the immediate termination by GS1 Data Excellence of Trading Partner’s participation in the GDSN.
A. Access and Participation in GS1 Global Registry/GDSN. Trading Partner shall participate in the GDSN and obtain access to the GS1 Global Registry TM through one Data Pool which has complied with all applicable GS1 Data Excellence certification requirements. However, based on a Trading Partner’s business needs, a Trading Partner may join more than one Data Pool to obtain access to the GS1 Global RegistryTM and GDSN. If Trading Partner undertakes to become a Data Pool, it must separately execute a Global Registry Access and License Agreement with GS1 Data Excellence.
B. GDSN Data. All GDSN Data must comply with GS1 System Standards, either directly or through third party data alignment via a GDSN Data Pool.
C. Standards and Policies. Trading Partner shall comply with all standards and policies adopted and/or implemented by GS1 Data Excellence from time to time governing the GDSN and the GS1 Global RegistryTM, including, but not limited to, access and service level standards, acceptable use policies, developmental and technical functionality, certification and marketing, educational and training policies and standards. Trading Partner acknowledges that GS1 Data Excellence reserves the right to amend and modify such standards and policies and may introduce modifications, changes, enhancements, new versions and new releases to all or part of the GDSN from time to time. GS1 Data Excellence agrees that each policy and standard will be published and will be made available to Trading Partner’s Data Pool at least 120 days prior to the effective date, and further acknowledges that such amendment, modification, changes, etc. shall become effective as against such Trading Partner on the effective date thereof. Trading Partner agrees that in the event of any ambiguity, inconsistency or other question of interpretation concerning any standards or policies adopted by GS1 Data Excellence, the determination of the GS1 Data Excellence Board of Directors shall be conclusive and binding.
D. Participation Agreement. Trading Partner acknowledges that GS1 Data Excellence reserves the right to amend, modify or change ...
Conditions to Subscription. Subject to other applicable provisions of this Subscription Agreement (including without limitation Sections 5, 11, and 18 hereof), Purchaser understands and agrees that this subscription is made subject to the following terms and conditions:
(a) This subscription shall be deemed to be accepted by the Company only when it is signed by the Company;
(b) Subscriber may not revoke, cancel or terminate this subscription unless the Company cancels or terminates the Offering; and
(c) Subscriber has executed and delivered this Subscription Agreement and hereby agrees to tender the Purchase Price at Closing in accordance with the terms hereof. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. The Purchaser understands and agrees that this subscription is made subject to the following terms and conditions:
(a) This subscription shall be deemed to be accepted by the Company only when it is signed by the Company;
(b) You may not revoke, cancel or terminate this subscription unless the Company cancels or terminates the Offering;
(c) The Company has the right to accept or reject this subscription in whole or in part; and
(d) You have executed and delivered this Subscription Agreement and hereby agree to tender the Purchase Price within two (2) business days of receipt of written notice from the Company advising you to do so. If this subscription is rejected by the Company in its sole and absolute discretion or because the Company terminates or cancels the Offering, the Company shall promptly return the Purchase Price received from the Purchaser without interest thereon or deduction therefrom, and this Subscription Agreement shall thereafter be of no further force or effect.
Conditions to Subscription. I understand that the Company has the right to accept or reject this Offer, in whole or part, for any reason whatsoever; and I agree to comply with the terms of this Subscription Agreement and to execute and deliver any and all further documents requested by the Company. I understand that this subscription is not effective until the Company accepts it by countersigning this Subscription Agreement by an authorized officer.
Conditions to Subscription. The undersigned understands and agrees that this Subscription is made subject to the following terms and conditions:
Conditions to Subscription. 3.1 Subject to Clause 3.2, Completion is subject to and conditional on:
(a) the satisfactory completion of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ KYC Requirements in relation to the Company, each of the Original Shareholders, and any and all additional parties to this Agreement, the Shareholders’ Agreement, or any other Transaction Document to the extent that such parties are not directly or indirectly controlled by a member of the ▇▇▇▇▇▇▇ Sachs Group;
(b) each Transaction Document having been executed by the parties thereto (or, in the case of the Articles, approved by the Board and the necessary majority of Original Shareholders);
(c) the company books and share ledgers of the Company having been fully updated to accurately reflect the complete and accurate details of all persons holding share interests of any kind in the Company, including but not limited to the Original Shareholders;
(d) the Company having received and having delivered to the Preferred Shareholders, written waivers in the form agreed among the Parties from Burger King and Popeyes under their Master Franchise Agreements;
(e) the Company having applied to the Provincial Directorate of the Ministry of Customs and Trade in Turkey with regards to the appointment of a Ministry representative to be present at the general assembly meeting;
(f) the Company having adopted a Board resolution which shall set out (i) a reasonable draft timetable and implementation plan (satisfactory to the Subscribers) in connection with the anti-corruption policy to be adopted and implemented by the TFI Group, (ii) a global anti-corruption compliance programme to be applied to the operations of the TFI Group Companies, such programme being designed to comply fully with all applicable Turkish anti-corruption laws and meeting generally recognised international best practice standards for anti-corruption policy, as further described in Schedule 9 of the Shareholders’ Agreement, and (iii) a resolution to prepare and deliver on Completion the written anti-corruption policy set out at Paragraph 3(l) of Schedule 3;
(g) EBRD not having communicated to the Company and the Original Shareholders, whether orally or in writing, that the Board of Governance of EBRD has decided, in accordance with Article 8, paragraph 3 of the Agreement Establishing the European Bank for Reconstruction and Development, that access by the Republic of Turkey to EBRD resources should be suspended or otherwise modified;
(h) the Company having received and having deliver...
Conditions to Subscription. The irrevocable obligation of the Subscriber to subscribe for the Trintech ADSs is subject to the execution and delivery by the parties thereto of (i) the Stock Purchase Agreement dated as of November 1, 2003 among the Subsidiary, the Subscriber and DataFlow Services, Inc., (ii) this Agreement and (iii) the Escrow Agreement attached hereto as Exhibit A (the “Escrow Agreement”), and the receipt by the Escrow Agent of the Escrowed Funds referenced in the Escrow Agreement (the “Escrowed Funds”).