WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 3 contracts
Samples: Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.), Private Placement Subscription Agreement (Independence Energy Corp.)
WITNESS. EXECUTION BY: PREFERRED EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B - PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY SUBSCRIBERTHESE PRESENTS: X ----------------------------------- ----------------------------------------- Signature That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of witness Signature the Company, fidelity and surety bonds, undertakings, and other contracts of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name suretyship of witness Authorized signatory (if Subscriber a similar nature. This Power of Attorney is NOT an individual) ----------------------------------- ----------------------------------------- Address granted and is signed and sealed by facsimile under the authority of witness Name the following Resolution adopted by the Board of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ Directors on the 22nd day of ___________November, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address 1994, which said Resolution has not been amended or rescinded and of Subscriber (residence) Perwhich the following is a true copy: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"RESOLVED, that the Chairman of the Board, the Company agrees President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to be bound by all representationsexecute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, warrantiesfidelity and surety bonds, covenants undertakings, or other contracts of suretyship of a similar nature; and agreements on pages 4-12 hereofto attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. This Subscription Agreement FURTHER RESOLVED, that the signatures of such officers and the seal of the Company, and the signatures of any witnesses, the signatures and seal of any notary, and the signatures of any officers certifying the validity of the Power of Attorney, may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement affixed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE facsimile."SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Subdivision Improvement Agreement (Mego Financial Corp), Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBERNOTICE: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED The signature on this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, assignment must correspond with the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement name as written upon the face of the date hereinafter set forthwithin Warrant in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT C THE WARRANT REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (CERTIFICATE AND THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE ISSUABLE UPON EXERCISE HEREOF HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS SOLD EXCEPT (AS DEFINED HEREINi) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR (ii) TO THE EXTENT APPLICABLE, PURSUANT TO AN AVAILABLE EXEMPTION FROMRULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR IN (iii) UPON THE DELIVERY BY THE HOLDER HEREOF TO THE COMPANY OF AN OPINION OF COUNSEL STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE. CYBERTEL, COMMUNICATIONS CORP. SUPPLEMENTAL WARRANT TO PURCHASE 6% CONVERTIBLE SERIES A TRANSACTION NOT SUBJECT TOPREFERRED STOCK AND WARRANTS TO PURCHASE COMMON STOCK The Transferability of this Supplemental Warrant Is Restricted as Provided in Section 2. Void after November 15, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY 2000 Right to Purchase 2,000 Shares of Convertible Series A Preferred Stock and Warrants to Purchase 150,000 Shares of Common Stock PREAMBLE CYBERTEL, COMMUNICATIONS CORP. (the "Company"), a Nevada corporation, hereby certifies that, for value received, ADARA INVESTORS LLC, whose address is Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, or its registered assigns (hereinafter, the "Registered Holder"), is, subject to the terms set forth herein, entitled to purchase from the Company at any time or from time to time before 5:00 P.M. New York time, on the date nine (9) months from the date hereof (such time, the "Expiration Time"), up to (i) two thousand (2,000) fully paid and non-assessable shares of the Company's Convertible Series A Preferred Stock with such terms as set forth in the Certificate of Designations substantially in the form of Exhibit A to the Securities Purchase Agreement (as defined below), par value $.001 per share, stated value one thousand dollars ($1,000) per share (the "Series A Preferred Stock") at the purchase price per share of one thousand ($1,000) and (ii) warrants (the "Stock Purchase Warrants") to purchase seventy-five thousand (75,000) shares of common stock, par value $.001 per share (the "Common Stock") for each one thousand (1,000) shares of Series A Preferred Stock purchased hereunder. For purposes of this Supplemental Warrant the aggregate price paid by the Registered Holder for the Series A Preferred Stock and the Warrants, as applicable, is referred to herein as the "Purchase Price". Subject to the terms set forth herein from time to time beginning ninety (90) days after the date on which the registration statement covering the Securities is declared effective by the Commission and ending at the Expiration Time at the election of the Company upon delivery of a Supplemental Exercise Notice to the Registered Holder, the Registered Holder shall at any time or from time to time before the Expiration Time be required to exercise this Warrant and purchase up to two thousand (2,000) shares of Series A Preferred Stock and Stock Purchase Warrants to purchase up to one hundred fifty thousand (150,000) shares of Common Stock (minus any such shares of Series A Preferred Stock and Stock Purchase Warrants previously purchased hereunder), at the Purchase Price; provided, that, the Registered Holder shall not be required to exercise and purchase any such shares if at any time from and after the delivery to the Registered Holder of the Supplemental Exercise Notice through the Supplemental Closing Date (the "Interim Period") any of the Closing Conditions (as defined below) shall not have been satisfied. This Warrant is the Supplemental Warrant (the "Supplemental Warrant") to purchase up to two thousand (2,000) shares of Series A Preferred Stock and Stock Purchase Warrants to purchase up to one hundred fifty thousand (150,000) shares of Common Stock issued pursuant to the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of February 15, 2000, by and between the Company and ADARA Investors LLC. The Securities Purchase Agreement contains certain additional terms that are binding upon the Company and each Registered Holder of this Supplemental Warrant. A copy of the Securities Purchase Agreement, including the Exhibits thereto, may be obtained by any Registered Holder of the Supplemental Warrant from the Company upon written request. Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement, including the Exhibits thereto. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cybertel Communications Corp), Securities Purchase Agreement (Cybertel Communications Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signatures of the proper officers of the Company and its corporate seal. Dated as of ATTEST: X ----------------------------------- ----------------------------------------- Signature PHARMACEUTICAL MARKETING SERVICES INC. By By: ------------------------------ -------------------------------- Name: Name: Title: Title: Countersigned: HARRIS TRUST COMPANY, as Rights Agent By:------------------------------ Name: Title: Form of witness Signature Reverse Side of individual Right Certificate) FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED, ____________________________ day hereby sells, assigns and transfers unto______________________________________________________ -------------------------------------------------------------------------------- (Please print name and address of transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint_______________________________________ _____________________ Attorney, to transfer the Right Certificate on the books of the within-named Company, with full power of substitution. Dated as of ________________, ____. -------------------------- Signature Signature Guarantee: Signatures must be guaranteed. -------------------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed if holder desires to exercise the Right Certificate) TO PHARMACEUTICAL MARKETING SERVICES INC.: The undersigned hereby irrevocably elects to exercise Rights ______________ represented by this Right Certificate to purchase the Common Shares (or other securities) issuable upon the exercise of such Rights and requests that certificates for such Common Shares (or other securities) be issued in the name of: Please insert social security or other identifying number: ----------------------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ------------------------------ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated as of ____________, ____. ----------------------------------------- INDEPENDENCE ENERGY CORP-------------------------- Signature Form of Reverse Side of Right Certificate -- continued Signature Guaranteed: Signature must be guaranteed. Address -------------------------------------------------------------------------------- [To be executed if statement is correct] The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------- Signature The signature in the foregoing Form of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing Assignment or Form of Election to Purchase must conform to the name as written upon the face of this acceptanceRight Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT B PHARMACEUTICAL MARKETING SERVICES INC. STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE COMMON SHARES On December 30, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number 1997 the Board of counterparts, each Directors of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Pharmaceutical Marketing Services Inc. (the "Company"), authorized the issuance of one common share purchase right (a "Right") with respect to each outstanding share of common stock, $.01 par value (the "Common Shares"), of the Company. The rights were issued on January 9, 1998 to the holders of record of Common Shares on that date. Each Right entitles the registered holder to purchase from the Company one-third of a Common Share at a price of $60.00 per one-third of a Common Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of [ ], between the Company and Harris Trust Company, as Rights Agent (the "Rights Agent").
Appears in 2 contracts
Samples: Rights Agreement (Pharmaceutical Marketing Services Inc), Rights Agreement (Pharmaceutical Marketing Services Inc)
WITNESS. EXECUTION BY SUBSCRIBERSignature : X ----------------------------------- ----------------------------------------- /s/ Xxxxx Xxxxxx Name : Xxxxx Xxxxxx, Managing Director Occupation : Investment Banker Address : [ILLEGIBLE] [ILLEGIBLE] Executed as a deed ) for and on behalf of ) NGP CAPITAL RESOURCES COMPANY: ) Authorised Signatory Executed as a deed ) for and on behalf of ) RTR, LLC: ) Authorised Signatory Executed as a deed ) for and on behalf of ) NGP CAPITAL RESOURCES ) COMPANY: Illegible Authorised Signatory In the presence of: Witness Signature: /s/ Xxxxxxx Xxxxxx-Xxxxxxxx Witness Name: Xxxxxxx Xxxxxx-Xxxxxxxx Witness Address: 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 Witness Occupation: Attorney Executed as a deed ) for and on behalf of ) PERMIAN BASIN CONVERT, L.L.C.: ) By: Farallon Capital Management, LLC, Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx its Manager Authorised Signatory Managing Member In the presence of: Witness Signature: /s/ Xxxxxx XX Spokes Witness Name: Xxxxxx XX Spokes Managing Member Witness Address: Witness Occupation: Farallon Capital Management, LLC Xxx Xxxxxxxx Xxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Signature Page To Placing Agreement Executed as a deed ) for and on behalf of witness ) X.X. XXXXX SPECIAL OPPORTUNITIES ) FUND, L.P.: /s/ Illegible Illegible Authorised Signatory In the presence of: Witness Signature: /s/ Xxxxxx Xxxxxxx Witness Name: Xxxxxx Xxxxxxx Witness Address: X.X. Xxxxx & Co. 000 Xxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Witness Occupation: Associate-Asset Management Signature Page To Placing Agreement Executed as a deed ) for and on behalf of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name RTR, LLC: ) Xxxxx X. Xxxxxxx Authorised Signatory Xxxxx X. Xxxxxxx In the presence of: Witness Signature: /s/ Rachael X.X. Xxxxxx Witness Name: Rachael X.X. Xxxxxx Witness Address: 000 X. 00xx Xx, 00X, XXX XX 00000 Witness Occupation: Investment Coordinator Signature Page To Placing Agreement Executed as a deed ) for and on behalf of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address SDG HOLDINGS, LLC: ) By: /s/ Xxxx Xxx Xxx, attorney in fact Authorised Signatory Executed as a deed ) for and on behalf of witness Name ) TDC FAMILY L.P.: ) By: /s/ Illegible Attorney-in-fact Authorised Signatory Signature Page To Placing Agreement Executed as a deed ) for and on behalf of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTTHE XXXX FOUNDATION: ) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound /s/ Xxx Xxxx by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement [ILLEGIBLE] Authorised Signatory Executed as a deed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Resaca Exploitation, Inc., Resaca Exploitation, Inc.
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of __________, ____. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this NORTHROP GRUMMAN CORPORATION ________________________ day By__________________________ Name: Name: Title: Title: Countersigned: [ ] By_________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate B-3 FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________________ hereby sells, assigns and transfers unto ____________________ ----------------------------------------- (Please print name and address of transferee) ----------------------------------------- this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, ______ ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ---------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Right Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ---------------------------- Signature ------------------------------- Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ---------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement (Northrop Grumman Corp), Rights Agreement (Northrop Grumman Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal, dated as of September 5, 2001. Attest: X ----------------------------------- ----------------------------------------- Signature CALIFORNIA AMPLIFIER, INC. By: By: -------------------------------- ------------------------------ Name: Name: Xxxx Xxxxx Title: Title: President and Chief Executive Officer Countersigned MELLON INVESTOR SERVICES LLC By: -------------------------------- Name: Title: 3 Form of witness Signature Reverse of individual Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer any or all of the Rights represented by this Right Certificate) X ----------------------------------- ----------------------------------------- Name FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Name, address and social security or other identifying number of witness Authorized signatory (if Subscriber is NOT an individualtransferee) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, ____________________ (_________) of the Rights represented by this Right Certificate, together with all right, title and interest in and to said Rights, and hereby irrevocably constitutes and appoints __________________ attorney to transfer said Rights on the books of California Amplifier, Inc. with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber Dated: __________________ , 20__ ------------------------------------------- (residenceSignature) PerSignature Guaranteed: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees CERTIFICATE (to be bound completed, if true) The undersigned hereby certifies that the Rights represented by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed this Right Certificate are not Beneficially Owned by a 20% Stockholder or an Affiliate or Associate of a 20% Stockholder (as such capitalized terms are defined in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTDated: __________________ , OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS 20__ ------------------------------------------- (AS DEFINED HEREINSignature) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Signature Guaranteed:
Appears in 2 contracts
Samples: Rights Agreement (California Amplifier Inc), Rights Agreement (California Amplifier Inc)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal, if any. Dated as of . ------------------ FIRST MONTAUK FINANCIAL CORP. ----------------------------------- By: X ----------------------------------- ----------------------------------------- Signature Xxxxxx X. Xxxxxxx Its: President and Chief Executive Officer COUNTERSIGNED: Continental Stock Transfer & Trust Company By: Its: Its: --Form of witness Signature Reverse Side of individual Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Rights Certificate) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED __________________________ day ___________________ hereby sells, assigns and transfer unto __________________ ____________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ____________, 20___ Signature : Signature Guaranteed* --------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: FIRST MONTAUK FINANCIAL CORP. The undersigned hereby irrevocably elects to exercise (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ____________________ -------------------------------------------------------------------------------- (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ----------------------------------------- INDEPENDENCE ENERGY CORPDated: ______________, 20___ Signature : ________________________________ Signature Guaranteed* --------------------------------------- *Signatures must be guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Address --Form of Subscriber Reverse Side of Rights Certificate-- (residencecontinued) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this acceptanceRights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C FIRST MONTAUK FINANCIAL CORP. SHAREHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and On August 8, warranties2007, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number the Board of counterparts, each Directors (the "Board of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTDirectors") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. of First Transfer of Montauk Financial Corp. (the "Company")) authorized the implementation of a Rights; Rights Shareholder Rights Plan and declared a dividend of one preferred share Certificates: purchase right (a "Right") for each outstanding share of common stock, no par value, of the Company (the "Common Shares") to shareholders of record on August 8, 2007. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Shares. After the Distribution Date, if any, the Company will cause rights certificates to be delivered to the Company's shareholders and the Rights will become transferable apart from the Common Shares.
Appears in 2 contracts
Samples: Rights Agreement (First Montauk Financial Corp), Rights Agreement (First Montauk Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _________, ______. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature FAMILY BARGAIN CORPORATION Attest: By By --------------------------- ---------------------- Name: Name: Title: Title: Countersigned: [RIGHTS AGENT] By -------------------------- Authorized Signatory Name: Title: 4 Form of witness Signature Reverse Side of individual Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED __________________________________________________ day hereby sells, assigns and transfers unto __________________________ ____________________________________________________________ (Please print name and address of transferee) ____________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ____________, _____ ____________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank, savings association, credit union or trust company having an office or correspondent in the United States or other eligible guarantor institution which is a participant in a signature guarantee medallion program. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ------------------------------------------------------------ The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ____________________ Signature 5 ------------------------------------------------------------ Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement Rights Agreement (Family Bargain Corp), Rights Agreement Rights Agreement (Family Bargain Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Company and its corporate seal. Dated as of ___________, ___________________, 20__. ----------------------------------------- INDEPENDENCE ENERGY CORPBALLANTYNE OF OMAHA, INC. Address ATTEST: By:__________________________________ [Title] ------------------------------------ [Title] Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent By__________________________________ [Title] Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED __________________________ hereby sells, a s s i g n s a n d t r a n s f e r s u n t o --------------------------------------------------------------------------- --------------------------------------------------------------------------- (Please print name and address of transferee) --------------------------------------------------------------------------- Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: ____________________________ ---------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in any a recognized signature guarantee medallion program. (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature Form of Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To Ballantyne of Omaha, Inc.: The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of: --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of whichsuch Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number --------------------------------------------------------------------------- (Please print name and address) --------------------------------------------------------------------------- Dated:________________________ ------------------------------------ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a bank, when so executed trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. Form of Reverse Side of Right Certificate - continued --------------------------------------------------------------------------- (To be completed) The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and deliveredwere not acquired by the undersigned from, shall constitute an original and all Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature --------------------------------------------------------------------------- NOTICE The signature in the Form of which together shall constitute one instrument. Delivery Assignment or Form of an executed copy Election to Purchase, as the case may be, must conform to the name as written upon the face of this Subscription Agreement by electronic facsimile transmission Right Certificate in every particular, without alteration or other means enlargement or any change whatsoever. In the event the certification set forth above in the Form of electronic communication capable Assignment or the Form of producing a printed copy Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthhonored. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE "SUBSCRIPTION RIGHTS AGREEMENT") RELATES , RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS ACQUIRING PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS PURCHASE SHARES OF REGULATION S UNDER THE 1933 ACTPREFERRED STOCK OF BALLANTYNE OF OMAHA, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTINC. On May 25, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM2000, OR IN A TRANSACTION NOT SUBJECT TOthe Board of Directors of Ballantyne of Omaha, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share, of the Company (the "Common Stock"). The dividend is payable on June 9, 2000 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share, (the "Preferred Stock") of the Company at a price of $25.00 per one one-thousandth of a share of Preferred Stock (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of May 25, 2000, as the same may be amended from time to time (the "Rights Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding shares of Common Stock (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Stock certificates outstanding as of the Record Date, by such Common Stock certificate together with a copy of this Summary of Rights. An "Acquiring Person" shall not include the Company, its employee benefit plans, or, subject to certain conditions, Canrad of Delaware, Inc. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Stock certificates issued after the Record Date upon transfer or new issuances of Common Stock will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for shares of Common Stock outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 9, 2010 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights is subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock at a price, or securities convertible into Preferred Stock with a conversion price, less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock occurring, in any such case, prior to the Distribution Date. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 1000 times the dividend declared per share of Common Stock. In the event of liquidation, the holders of the Preferred Stock will be entitled to a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends) but will be entitled to an aggregate payment of 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have 1000 votes, voting together with the Common Stock. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1000 times the amount received per share of Common Stock. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void), will thereafter have the right to receive upon exercise of a Right at the then-current exercise price of the Right, that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that, after a person or group has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold, proper provisions will be made so that each holder of a Right (other than Rights beneficially owned by an Acquiring Person which will have become void) will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the person with whom the Company has engaged in the foregoing transaction (or its parent) that at the time of such transaction has a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or the acquisition by such person or group of 50% or more of the outstanding shares of Common Stock, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, for shares of Common Stock or Preferred Stock (or a series of the Company's preferred stock having equivalent rights, preferences and privileges), at an exchange ratio of one share of Common Stock, or a fractional share of Preferred Stock (or other preferred stock) equivalent in value thereto, per Right. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), and in lieu thereof an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading day prior to the date of exercise. At any time prior to the time an Acquiring Person becomes such, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. For so long as the Rights are then redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner. After the Rights are no longer redeemable, the Company may, except with respect to the redemption price, amend the Rights in any manner that does not adversely affect the interests of holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends.
Appears in 2 contracts
Samples: Rights Agreement (Ballantyne of Omaha Inc), Rights Agreement (Ballantyne of Omaha Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Corporation, and its corporate seal. Dated as of ______________, 2001. ATTEST: UNION ACCEPTANCE CORPORATION By: ----------------------------- ---------------------------------- Secretary President Countersigned: COMPUTERSHARE INVESTOR SERVICES, LLC By: ---------------------------------- Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED __________________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________________, Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ------------------ ------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address -------------------------------------------------------------------------------- CERTIFICATE The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature -------------------------------------------------------------------------------- Form of Subscriber Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed if holder desires to be execution and delivery of this Subscription Agreement as of exercise the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 2 contracts
Samples: Rights Agreement (Union Acceptance Corp), Rights Agreement (Union Acceptance Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe due execution hereof by the respective duly authorized officers of the undersigned as of the date first written above. BORROWER: X ----------------------------------- ----------------------------------------- Signature XXXXXX BIOFUELS, LLC By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO LOAN PARTIES: EARTH BIOFUELS, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO APPLIED LNG TECHNOLOGIES USA, L.L.C. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO FLEET STAR, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO APOLLO LEASING, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO ARIZONA LNG, L.L.C. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO EARTH LNG, INC. By: /s/ Xxxxxx X. XxXxxxxxxx, III Title: CEO AGENT AND LENDERS: FOURTH THIRD LLC, as Agent and a Lender By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Authorized Signatory EXHIBIT A CONSENT AND REAFFIRMATION Each of witness Signature the undersigned (“Guarantors”) hereby (i) acknowledges receipt of individual a copy of the foregoing Amendment No. 1; (if Subscriber IS an individualii) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory consents to Borrower’s execution and delivery thereof and approves and consents to the transactions contemplated thereby; (if Subscriber is NOT an individualiii) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants thereby; and agreements on pages 4-12 hereof(iv) affirms that nothing contained therein shall modify or diminish in any respect whatsoever its obligations under the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party and reaffirms that such Guarantee and Collateral Agreement is and shall continue to remain in full force and effect. This Subscription Agreement may be executed acknowledgement by Guarantors is made and delivered to induce Agent and Lenders to enter into Amendment No. 1, and Guarantors acknowledge that Agent and Lenders would not enter into Amendment No. 1 in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as the absence of the date hereinafter acknowledgements contained herein. Although Guarantors have been informed of the matters set forthforth herein and have acknowledged and agreed to same, Guarantors understand that Agent and Lenders have no obligation to inform Guarantors of such matters in the future or to seek Guarantors’ acknowledgment or agreement to future amendments or waivers, and nothing herein shall create such a duty. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment No. 1 to which this Consent is attached or in the Credit Agreement referred to therein, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")as applicable.
Appears in 2 contracts
Samples: Consent and Reaffirmation (Earth Biofuels Inc), Consent and Reaffirmation (Earth Biofuels Inc)
WITNESS. EXECUTION By --------------------------------------- Name ----------------------------- Name: --------------------------------------- Title AFFIX SEAL [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________BRACKETS, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (HAS BEEN OMITTED AND FILED SEPARATELY WITH THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) AND EXCHANGE COMMISSION PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE RULE 24B-2 OF THE SECURITIES TO WHICH EXCHANGE ACT OF 1934, AS AMENDED. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT RELATES HAVE DOCUMENT, MARKED BY BRACKETS, HAS BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE OMITTED AND FILED SEPARATELY FILED WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER RULE 24B-2 OF THE 1933 ACTSECURITIES EXCHANGE ACT OF 1934, OR AS AMENDED. EXHIBIT B LYNX PATENTS --------------------------------------------------------------------------------------- LYNX CNTRY TYPE STATUS APP. NO. FILING PATENT ISSUE PUB. NO. PUB. REF. DATE NO. DATE DATE --------------------------------------------------------------------------------------- [*] --------------------------------------------------------------------------------------- [*] CLIENT TITLE FILING DATE STATUS REF --------------------------------------------------------------------------------------- [*] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS RULE 24B-2 OF THE 1933 SECURITIES EXCHANGE ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSOF 1934, AS AMENDED. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")EXHIBIT C
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER6 50 Appendix A To Assignment of Federal Contract Notice of Assignment Date: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this --------------- To: Contracting Officer [Address] Re: CONTRACT NUMBER ___________ day (the "Contract") MADE BY THE UNITED STATES OF AMERICA By: Department of the [Applicable U.S. Government Agency] [Address] with [Name of Subsidiary] (the "Contractor") [Address] for manufacture and support of a [Brief description of Subject of Contract] dated -------------- PLEASE TAKE NOTICE that moneys due or to become due under the Contract have been assigned to BANK OF AMERICA, N.A., pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 USC Section 3727 and 41 USC Section 15). A true copy of the Assignment executed by the Contractor on the date hereof (the "Assignment") is attached to the original of this Notice of Assignment. Please file this original Notice of Assignment along with the copy of the Assignment in the contract file for the Contract and forward one of the enclosed copies of this Notice of Assignment to the current disbursing office for the Contract. Payments due or to become due under the Contract should be made (i) if by mail, to BANK OF AMERICA, N.A., ____________________, (ii) if by electronic transfer, to BANK OF AMERICA, for the account of ______________________, Bank Account #__________, Agent ABA#_____________, and (iii) if by wire transfer, to BANK OF AMERICA, N.A., for the account of __________________________, Bank Account #_________, ABA#_________. ----------------------------------------- INDEPENDENCE ENERGY CORPPlease return enclosed copies of this Notice of Assignment with appropriate notations showing the date and hour of receipt, and duly signed by the person acknowledging receipt on behalf of the addressee, to Bank of America, N.A., 6610 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Xxtention:_____________. Address Very truly yours, HAGLXX XXXLLY RISK ADVISORS, INC. By: ------------------------ Name: Title: Receipt is hereby acknowledged of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the above notice and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed a copy of this Subscription Agreement by electronic facsimile transmission or other means the above mentioned instrument of electronic communication capable assignment. These were received at _________[A.M.] [P.M.] on ______________________, 2000. ------------------------------------ Name: Title: on behalf of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Contracting Officer [Address]
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERASSIGNOR: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY _______________ By:___________________________ Print Name:____________________ Name: Title: WITNESS: ASSIGNEE: _______________________________ ______________________________ Print Name:____________________ XXXX XXXXXXXX SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] SCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP. Address ., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number themselves and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of whichtheir respective direct or indirect subsidiaries, when so executed employees, officers, directors or other affiliates, successors, predecessors and deliveredpermitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXX XXXXXXXX, an individual having a residence at 000 Xxxxxx Xxxxx, North Woodmere, New York 11581, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively, as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall constitute an original and all or may, have for, upon, or by reason of which together shall constitute one instrument. Delivery any matter, cause or thing whatsoever from the beginning of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the world to be execution and delivery of this Subscription Agreement as the day of the date hereinafter set forthof this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, 2000 by and among RELEASOR and RELEASEE. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")This RELEASE may not be changed orally. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")[The remainder of this page is intentionally left blank.]
Appears in 1 contract
Samples: Redemption Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERs/ /s/ ------------------------------------ ---------------------------------- XXXXXXX X. XXXXX, TRUSTEE UNDER TRUST INDENTURE DATED NOVEMBER 1, 1975 ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualBLP GROUP COMPANIES /s/ BY:/s/ ------------------------------------ ---------------------------------- XXXXX XX XXX XXXXXX ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTSS.: COUNTY OF UNION ) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED BE IT REMEMBERED, that on this _______ 1st day of December, 1997, before me, the subscriber, a Notary Public personally appeared XXXXXXX X. XXXXX, TRUSTEE UNDER TRUST INDENTURE DATED NOVEMBER 1, 1975, the Landlord mentioned in the within Instrument, and thereupon he acknowledged that he signed, sealed and delivered the same as the act and deed of the Partnership, for the uses and purposes therein expressed. /s/ ------------------------------------ Notary Public of New Jersey My Commission Expires: STATE OF NEW JERSEY ) ) SS.: COUNTY OF MIDDLESEX ) BE IT REMEMBERED, that on this 26th day of November, 1998, before me, the subscriber, ___________, _ personally appeared _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ________________________ who, I am satisfied, is the person who signed the within Instrument as ____________________ of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceBORON XXXXXX, INC., a Delaware corporation, the Company agrees to be bound Tenant named therein, and he thereupon acknowledged that the said instrument made by all representationsthe corporation and sealed with its corporate seal, warrantieswas signed, covenants sealed with the corporate seal and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed delivered by him as such officer and delivered, shall constitute an original is the voluntary act and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as deed of the date hereinafter set forthcorporation, made by virtue of authority from its Board of Directors. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT /s/ ---------------------------------------- Notary Public of New Jersey My Commission Expires: SCHEDULE "A" ------------ ALL THAT CERTAIN tract or parcel of land lying, situate and being in the Township of Piscataway, County of Middlesex and State of New Jersey. BEGINNING at a point of curve, in the northerly side of Centennial Avenue where the same curves westerly and northerly into the present easterly side of Old New Brunswick Road; thence (THE "SUBSCRIPTION AGREEMENT"1) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS along said side of Centennial Avenue South 84 degrees 09 minutes East 279.63 feet; thence (AS DEFINED HEREIN2) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED North 21 degrees 14 minutes 07 seconds East 410.99 feet; thence (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS 3) North 27 degrees 13 minutes 37 seconds East 138.88 feet; thence (AS DEFINED HEREIN4) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (North 82 degrees 34 minutes 26 seconds West 429.33 feet to a point in the "Company")present easterly side of Old New Brunswick Road;
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of . [SEAL] ATTEST: X CROWN LABORATORIES, INC. By By ------------------------- -------------------------- Name: Name: Title: Title: Countersigned: -------------------------- By: -------------------------- Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------------------------------------------ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: --------------,---- ----------------------------------- ----------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of witness Signature a registered national securities exchange, a member of individual the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------------------------------- The undersigned hereby certifies that (if Subscriber IS 1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an individualAcquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement) X ----------------------------------- ----------------------------------------- Name and (2) after due inquiry and to the best knowledge of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancethe undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE ----------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this , 20_______ day . DYNAVAX TECHNOLOGIES CORPORATION By: Name: Title: COUNTERSIGNED: MELLON INVESTOR SERVICES LLC as Rights Agent By: Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED hereby sells, assigns and transfers unto ___________, ______________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) PerDated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceSignature SIGNATURE GUARANTEED: Signatures must be guaranteed by a member or participant in the Securities Transfer Agent Medallion Program, the Company agrees New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to be bound the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by all representationsthis Right Certificate from any Person who is or was an Acquiring Person, warrantiesan Interested Stockholder, covenants and agreements on pages 4-12 hereofor an Affiliate or Associate thereof. This Subscription Agreement may Signature FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To Mellon Investor Services LLC, as Rights Agent: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in any the name of: Please insert social security or other identifying number: (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of whichsuch Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: (Please print name and address) Dated: Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by a member or participant in the Securities Transfer Agent Medallion Program, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrumentthe New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. Delivery The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an executed copy of this Subscription Agreement by electronic facsimile transmission Acquiring Person, an Interested Stockholder or other means of electronic communication capable of producing a printed copy will be deemed an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to be execution and delivery of this Subscription Agreement as the best of the date hereinafter set forthknowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Signature
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe signatures and seals of FNB and Progress Bank as of the date first written above, each set by its president or a vice president and attested to by its cashier or secretary, pursuant to a resolution of its board of directors, acting by a majority. FLEET NATIONAL BANK By: X ----------------------------------- ----------------------------------------- Signature ------------------------------------ Name: Xxxxxxxx X. Xxxxxxxx Title: Executive Vice President Attest: ------------------------- Name: Title: (Seal of witness Signature of individual (if Subscriber IS an individualBank) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individualSTATE OF ) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTCOUNTY OF ) ACCEPTED On this _______ day of August, 2003, before me, a Notary Public for the State and County aforesaid, personally came the officers of FLEET NATIONAL BANK indicated above, and each in his capacity acknowledged the foregoing instrument to be the act and deed of said bank and the seal affixed thereto to be its seal. WITNESS my official seal and signature this day and year aforesaid. (Seal of Notary) -------------------------------------- Notary Public My Commission Expires: ---------------- -7- PROGRESS BANK By: ------------------------------------------ Name: W. Xxxx Xxxxxx Title: President and Chief Executive Officer Attest: ------------------------ Name: Title: (Seal of Bank) COMMONWEALTH OF PENNSYLVANIA ) ) COUNTY OF ) On this ____________ day of August, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address 2003, before me, a Notary Public for the Commonwealth and County aforesaid, personally came the officers of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number PROGRESS BANK indicated above, and e-mail address By signing this acceptance, each in his capacity acknowledged the Company agrees foregoing instrument to be bound by all representationsthe act and deed of said bank and the seal affixed thereto to be its seal. WITNESS my official seal and signature this day and year aforesaid. (Seal of Notary) --------------------------------------------- Notary Public My Commission expires: ---------------------- EXHIBIT B August 27, warranties2003 FleetBoston Financial Corporation 000 Xxxxxxx Xxxxxx Xxxxxx, covenants Xxxxxxxxxxxxx 00000 Ladies and agreements on pages 4-12 hereof. This Subscription Agreement Gentlemen: I have been advised that as of the date hereof I may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution an "affiliate" of Progress Financial Corporation, a Delaware corporation ("Progress"), as the term "affiliate" is defined for purposes of paragraphs (c) and delivery (d) of this Subscription Agreement as Rule 145 of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Rules and Regulations (THE the "SUBSCRIPTION AGREEMENTRules and Regulations") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS of the Securities and Exchange Commission (AS DEFINED HEREIN"the Commission") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF under the Securities Act of 1933, AS AMENDED as amended (THE the "1933 ACTAct"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTI have been further advised that pursuant to the terms of the Agreement and Plan of Merger dated as of August 27, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. 2003 (the "CompanyMerger Agreement"), by and between FleetBoston and Progress, Progress shall be merged with and into FleetBoston (the "Merger") and each share of the common stock, par value $1.00 per share, of Progress ("Progress Common Stock") shall be converted into the right to receive the shares of common stock, par value $0.01 per share, of FleetBoston ("FleetBoston Common Stock") determined by the Exchange Ratio as set forth in the Merger Agreement (subject to the adjustment described therein). All terms used in this letter but not defined herein shall have the meanings ascribed thereto in the Merger Agreement. I represent, warrant and covenant to FleetBoston that in the event I receive any FleetBoston Common Stock as a result of the Merger:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progress Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBERSELLER: X ----------------------------------- ----------------------------------------- Signature MP BENICIA LOGISTICS, LLC, a Delaware limited liability company By: PRIT Core 501 (c)(25) LLC, its Sole Member By: PRIT Core Realty Holdings LLC, its Managing Member By: Pension Reserves Investment Trust Fund, its Managing Member By: Pension Reserve Investment Management Board, as trustee of witness Signature the Pension Reserves Investment Trust Fund By: XX Xxxxxx Investment Management Inc., its Authorized Agent By: Name: Title: XXXXXXXXXXXXXX XXXXX XX XXXXXXXXXX ) ) COUNTY OF ) On , before me, , personally appeared , who proved to me on the basis of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees satisfactory evidence to be bound the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by all representationshis/her/their signature(s) on the instrument the person(s), warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all or the entity upon behalf of which together shall constitute one the person(s) acted, executed the instrument. Delivery I certify under PENALTY OF PERJURY under the laws of an the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature Notary Public Seal EXHIBITS: Exhibit A – Property Description Exhibit B – Permitted Exceptions EXHIBIT A PROPERTY DESCRIPTION D-5 EXHIBIT B PERMITTED EXCEPTIONS EXHIBIT E ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Assignment”) is executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT day of , 2012 by and between MP Benicia Logistics, LLC, a Delaware limited liability company, having an address c/o X.X. Xxxxxx Investment Management Inc., c/o X.X. Xxxxxx Investment Management Inc. 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 (THE "SUBSCRIPTION AGREEMENT"“Assignor”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and [ ], a [ ], having an address c/o [ ] (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"“Assignee”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Contract of Sale
WITNESS. EXECUTION BY SUBSCRIBERASSIGNOR: X ----------------------------------- ----------------------------------------- Signature MAITLAND PROPERTY INVESTORS, LTD. ---------------------------------- By: Lake Success Realty Investors, Print Name: Inc., its general partner By: ---------------------------------- -------------------------------- Print Name: Lawrxxxx X. Xxxxxxx ASSIGNEE: TOWER REALTY OPERATING PARTNERSHIP, L.P. ---------------------------------- Print Name: By: Tower Realty Trust, Inc., general partner ---------------------------------- By: Print Name: --------------------------------- Lawrxxxx X. Xxxxxxx President G-1 000 XXXXX XX XXX XXXX ) ) ss. COUNTY OF NEW YORK ) I hereby certify that on this day, before me an officer duly authorized to administer oaths and take acknowledgements, personally appeared Lawrxxxx X. Xxxxxxx, xxow to me to be the President of witness Signature Tower Realty Trust, Inc., the general partner of individual the partnership in whose name the foregoing instrument was executed, and that he severally acknowledged the same for such corporation on behalf of said partnership, freely and voluntarily under authority duly vested in him by said corporation and said partnership, that I relied upon the following form of identification of the above-named person: _________________ and that an oath (if Subscriber IS an individualwas)(was not) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED taken. Witnesseth my hand and official seal in the County and State last aforesaid this _______ day of ___________, A.D. 1997. --------------------------------------- Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) I hereby certify that on this day, before me an officer duly authorized to administer oaths and take acknowledgements, personally appeared Lawrxxxx X. Xxxxxxx, xxow to me to be the _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ______ of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceLake Success Realty Investors, Inc., the Company agrees to be bound general partner of Maitland Property Investors, Ltd., the partnership in whose name the foregoing instrument was executed, and that he severally acknowledged the same for such partnership, freely and voluntarily under authority duly vested in him by all representationssaid partnership, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number that I relied upon the following form of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as identification of the date hereinafter set forthabove-named person: _________________ and that an oath (was)(was not) taken. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Witnesseth my hand and official seal in the County and State last aforesaid this _______ day of __________, AS AMENDED (THE "1933 ACT")A.D. 1997. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")--------------------------------------- Notary Public
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERCLEAN HARBORS, INC. /s/ Xxxx Xxxxxxxxx, Xx. By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is /s/ Xxxxxxx X. Xxxxxxxx ------------------------ ---------------------------- Name: Name: Xxxxxxx X. Xxxxxxxx Title: Senior Vice President THIS NOTE HAS NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. QUALIFIED UNDER STATE SECURITIES LAWSLAWS AND MAY NOT BE TRANSFERRED, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY ASSIGNED, PLEDGED, HYPOTHECATED OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS OTHERWISE DISPOSED OF EXCEPT (AS DEFINED HEREINA) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, OR (B) IF SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER AND ANY APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION THIS NOTE IS SUBJECT TO A SUBORDINATION AGREEMENT DATED AS OF APRIL 12, 2001 AMONG THE HOLDER, THE COMPANY, THE SUBSIDIARIES AND CONGRESS FINANCIAL CORPORATION (Non U.S. Subscribers OnlyNEW ENGLAND) TOWHICH, AMONG OTHER THINGS, SUBORDINATES THE COMPANY'S OBLIGATIONS TO THE HOLDER TO THE COMPANY'S OBLIGATIONS TO THE HOLDERS OF SENIOR INDEBTEDNESS AS DEFINED IN SAID AGREEMENT. CLEAN HARBORS, INC. 16% SENIOR SUBORDINATED NOTE DUE 2008 $13,500,000 Boston, Massachusett Note No. SSN-1 April 30, 2001 PPN: INDEPENDENCE ENERGY CORP. 184496 A@ 6 FOR VALUE RECEIVED, Clean Harbors, Inc., a Massachusetts corporation (the "Company"), promises to pay to Xxxx Xxxxxxx Life Insurance Company ("Holder"), the principal sum of Thirteen Million Five Hundred Thousand Dollars ($13,500,000) pursuant to the terms of that certain Securities Purchase Agreement dated as of April 12, 2001 (as the same may at any time be amended, modified or supplemented, the "Securities Purchase Agreement"), among the Company and the Purchasers. This Note is one of the 16% Senior Subordinated Notes (the "Senior Subordinated Notes") issued pursuant to the Securities Purchase Agreement. Capitalized terms used herein without definition shall have the meanings set forth in the Securities Purchase Agreement. The Company also promises to pay interest on the unpaid principal amount of this Note from the date hereof until paid in full at the rates and at the times as determined under and in accordance with the provisions of the Securities Purchase Agreement and to pay on demand any Make Whole Amount that becomes due on this Note in accordance with the terms of the Securities Purchase Agreement. This Note is subject to and entitled to the benefits of the Securities Purchase Agreement, ratably with all other Senior Subordinated Notes. Reference is hereby made to the Securities Purchase Agreement for a more complete statement of the terms and conditions under which this Note was issued and is to be repaid. A copy of the Securities Purchase Agreement will be provided by the Company without charge to, and upon the request of, the Holder. All payments of principal and interest and other amounts in respect of this Note shall be made in lawful money of the United States of America in same day funds to the Holder at the address provided in the Securities Purchase Agreement, or at such other place as shall be designated in writing for such purposes in accordance with the terms of the Securities Purchase Agreement. This Note has been registered on the books and records of the Company and, as provided in the Securities Purchase Agreement, upon surrender of this Note for registration of transfer in accordance with the Securities Purchase Agreement, a new Note for a like principal amount will be issued to, and registered on the books and records of the Company in the name of, the transferee. Each Holder of this Note agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; however, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligation of the Company hereunder with respect to payments of principal or interest on this Note. Whenever any payment on this Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest on this Note. This Note is subject to mandatory prepayment and prepayment at the option of the Company, in certain circumstances with a Make Whole Amount, as provided in the Securities Purchase Agreement. The Company must make an offer to prepay this Note in the event of a Change in Control pursuant to Section 4.4 of the Securities Purchase Agreement. The obligations of the Company under this Note shall be guaranteed by the Subsidiaries of the Company from time to time as provided in Section 5.12 of the Securities Purchase Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued but unpaid interest thereon and any Make Whole Amount, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Securities Purchase Agreement. The terms of this Note are subject to amendment only in the manner provided in the Securities Purchase Agreement. The Company promises to pay all reasonable costs and expenses, including attorneys fees, all as provided in the Securities Purchase Agreement, incurred in the collection and enforcement of this Note. The Company and endorsers of this Note hereby waive diligence, presentment, protest, demand and notices of every kind (other than to the extent specifically required by the Securities Purchase Agreement) and, to the full extent permitted by law, all suretyship defenses generally and the right to plead any statute of limitations as a defense to any demand hereunder. THIS NOTE IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE COMMONWEALTH OF MASSACHUSETTS).
Appears in 1 contract
Samples: Clean Harbors Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____2011. ----------------------------------------- INDEPENDENCE ENERGY CORP. ENERTOPIA CORPORATION Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLDSOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERATTEST: X ----------------------------------- ----------------------------------------- Signature CNX MARINE TERMINALS, INC., a Delaware corporation By: By: Name: Name: XXXXX X. XXXXXXXXX Title: Title: PRESIDENT The mailing address of witness Signature of individual the Grantor is: CNX MARINE TERMINALS, INC. c/o Consol Energy, Inc. CONSOL Plaza, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTMARYLAND) ACCEPTED AND AGREED TO: BENEFICIARY: WITNESS: XXXXX X. XXXXXXXX By: By: Name: Name: XXXXX X. XXXXXXXX Title: COLLATERAL TRUSTEE The mailing address of the Beneficiary is: c/o Wilmington Trust Company Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000 SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) STATE OF ) ) SS: COUNTY OF ) On this _______ the day of ___________March, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance2005, before me, the Company agrees undersigned officer, personally appeared XXXXX X. XXXXXXXXX, who acknowledged himself to be bound the PRESIDENT of CNX MARINE TERMINALS INC., and that he as such Officer being authorized so to do, executed the foregoing instrument for the purposes therein contained, by all representationssigning the name of the corporation by him as such officer. In Witness Whereof I have hereunto set my hand and official seal. My commission expires: Notary Public [Notarial Seal] SECURITY AGREEMENT, warrantiesASSIGNMENT OF RENTS AND LEASES, covenants FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) STATE OF ) ) SS: COUNTY OF ) On this the day of March, 2005, before me, the undersigned, personally appeared XXXXX X. XXXXXXXX, not in his individual capacity, but solely as Collateral Trustee, and agreements that he being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing his name as such trustee. In Witness Whereof I have hereunto set my hand and official seal. My commission expires: Notary Public [Notarial Seal] CERTIFICATION TO FIRST AMENDMENT TO INDEMNITY DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) This instrument was prepared by Xxxxxxx X. Xxxxxxx on pages 4-12 hereof. This Subscription behalf of Xxxxx X. Xxxxxxxx, not in his individual capacity, but solely as Collateral Trustee By: Name: Xxxxxxx X. Xxxxxxx Tax Parcel ID No.: 0366071100800 Tax Parcel ID No.: 0366071100800 FIRST AMENDMENT TO INDEMNITY DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES, FINANCING STATEMENT AND FIXTURE FILING (MARYLAND) by and from CNX MARINE TERMINALS, INC., “Grantor” to XXXXX X. XXXX “Trustee” for the Benefit of XXXXX X. XXXXXXXX, not in his individual capacity, but solely as Collateral Trustee, pursuant to that certain Collateral Trust Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of June 30, 2004, as amended by that certain Amendment No. 1 to the date Collateral Trust Agreement dated as of April 1, 2005, for the benefit of (i) the Collateral Trustees (as defined in such Collateral Trust Agreement), (ii) the Lenders under the Credit Agreement, (iii) the holders of the Senior Notes (1991) and the Senior Notes (2002), and (iv) any other Persons from time to time holders of the Secured Debt (as all such terms are hereinafter set forthdefined), “Beneficiary” dated March , 2005, effective April 1, 2005 Location: Municipality: County: State: 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxxx GRANTOR IS NOT PRIMARILY LIABLE FOR THE PAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE NOTES. THE MAXIMUM ORIGINAL PRINCIPAL AMOUNT OF INDEBTEDNESS SECURED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT AMENDMENT TO DEED OF TRUST IS ONE BILLION, ONE HUNDRED FIFTY MILLION DOLLARS ($1,150,000,000), PLUS ALL INTEREST, COSTS, EXPENSES AND ADVANCES MADE HEREUNDER. THE "SUBSCRIPTION AGREEMENT") RELATES DEED OF TRUST WHICH IS MODIFIED BY THIS AMENDMENT SECURES A THIRD PARTY GUARANTEE OF REPAYMENT OF CERTAIN LOANS AND EXTENSIONS OF CREDIT. NO MARYLAND RECORDATION TAX IS PRESENTLY DUE PURSUANT TO AN OFFERING SECTION 12-105(f), TAX PROPERTY ARTICLE, ANNOTATED CODE OF SECURITIES IN AN OFFSHORE TRANSACTION MARYLAND, AS AMENDED NOTE TO PERSONS WHO ARE NOT U.S. PERSONS CLERK: THE DEED OF TRUST THAT THIS AMENDMENT MODIFIES CONSTITUTES A FIXTURE FILING AND COVERS AS-EXTRACTED COLLATERAL UNDER THE UCC (AS DEFINED HEREIN) PURSUANT AND IS CROSS-REFERENCED IN THE UCC RECORDS. THE SECURED PARTY (BENEFICIARY) DESIRES THIS AMENDMENT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (FIXTURE FILING AND FINANCING STATEMENT COVERING AS-EXTRACTED COLLATERAL TO BE INDEXED AGAINST THE "1933 ACT"). NONE RECORD OWNER OF THE SECURITIES TO WHICH REAL ESTATE DESCRIBED HEREIN. After Recording, the Recorder is requested to return this Deed of Trust to: Xxxxxxx X. Xxxxxxx, Esquire Xxxxxxxx Xxxxxxxxx Professional Corporation 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, XX 00000 EXHIBIT 1.1(G)(1) FORM OF GUARANTOR JOINDER AND ASSUMPTION AGREEMENT THIS SUBSCRIPTION GUARANTOR JOINDER AND ASSUMPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTis made as of , OR ANY U.S. STATE SECURITIES LAWS20 , ANDby , UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a [corporation/partnership/limited liability company] (the "Company"“New Guarantor”).
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated as of _____________. [SEAL] ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this CROWN LABORATORIES, INC. By___________________________ day By__________________________ Name: Name: Title: Title: Countersigned: ______________________ By:__________________________ Authorized Signatory Name: Title: B-3 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _____________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ________________, ____ ________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ----------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ________________________________ Signature B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Dated as of , . ATTEST: X ----------------------------------- ----------------------------------------- THE PHOENIX COMPANIES, INC. By Secretary Title: Countersigned: EQUISERVE TRUST COMPANY, N.A. By Authorized Signature 4 55 [Form of witness Signature Reverse Side of individual Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer the Right Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this FOR VALUE RECEIVED ____________________________ day hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within named Company, with full power of substitution. Dated:_____________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber _ -------------------------- Signature Signature Guaranteed: -------------------------------------------------------------------------------- The undersigned hereby certifies that (residence1) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement); and e-mail address By signing this acceptance, (2) after due inquiry and to the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as best 56 knowledge of the date hereinafter set forthundersigned, he/she/it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")--------------------------- Signature
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBEREXHIBIT A FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: X ----------------------------------- ----------------------------------------- Signature Medivisor, Inc. The undersigned, the holder of witness Signature the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase there under, shares of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name Common Stock of witness Authorized signatory (if Subscriber Medivisor, Inc. and herewith makes payment of $ therefore, and requests that the certificates for such shares be issued in the name of, and delivered to whose address is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of -------------------------------------------------------. Dated:___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ___ --------------------------------------------- (Signature must conform to name of Subscriber holder as specified on the face of the Warrant) --------------------------------------------- (residenceAddress) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceEXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the Company agrees undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to be bound by all representations, warranties, covenants purchase the percentage and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterpartsshares of Common Stock of Medivisor, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of whichMedivisor, when so executed and deliveredInc. with full power of substitution in the premises. ================================================================================ Transferees Percentage Number Transferred Transferred -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ================================================================================ Dated: , shall constitute an original and all 200_ _______________________________ (Signature must conform to name of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement holder as specified on the face of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT warrant) Signed in the presence of: --------------------------- --------------------------------- (THE "SUBSCRIPTION AGREEMENT"Name) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREINaddress) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED --------------------------------- (THE "1933 ACT"address) ACCEPTED AND AGREED: [TRANSFEREE] --------------------------- (Name). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Medivisor Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- X___________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- ___________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPName of authorized signatory (please print) WOLVERINE EXPLORATION INC. Per: Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Exploration Inc. (the "“Company")”) 0000 XxXxxx Xxxx, Quesnel, British Columbia, Canada V2J 6V5
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
WITNESS. EXECUTION BY SUBSCRIBERthe execution hereof under seal as of this ___ day of December, 2003. LANDLORD: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this MA-RIVERVIEW/245 FIRST STREET, L.L.C., a Delaware limited liability company By: By: Equity Office Management, L.L.C., a Delaware limited liability company, its non-member manager By: ______________________ day of Name: ____________________ Its: Authorized Signatory TENANT: VIACELL, INC. By:___________________________ Name: Title: By:___________________________ Name: Title: STATE OF ___________ ) ) ss. COUNTY OF___________ ) _____________ __, 2003 Then personally appeared before me the above-named ___________________, the ____________ of Equity Office Management, L.L.C. agent for MA-Riverview/245 First Street, L.L.C. and acknowledged the foregoing to be his/her free act and deed and the free act and deed of MA-Riverview/245 First Street, L.L.C. Notary Public: My Commission Expires: XXXXXXXXXXXX XX XXXXXXXXXXXXX ____________, ss. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e_______________ __, 2003 Then personally appeared before me the above-mail address By signing this acceptancenamed ________________, the Company agrees ____________ of Viacell, Inc., and acknowledged the foregoing to be bound by all representationshis/her free act and deed and the free act and deed of Viacell, warrantiesInc. Notary Public: My Commission Expires: COMMONWEALTH OF MASSACHUSETTS ____________, covenants ss. _______________ __, 2003 Then personally appeared before me the above-named _________________, the ____________ of Viacell, Inc., and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed acknowledged the foregoing to be execution his/her free act and delivery deed and the free act and deed of this Subscription Agreement Viacell, Inc. Notary Public: My Commission Expires: EXHIBIT G EXTERIOR SIGNAGE (To be attached upon submittal by Tenant and approval by Landlord) OFFERING SPACE EXHIBIT I COMMENCEMENT LETTER Date ______________________ Tenant ____________________ Address ___________________ ___________________ Re: Commencement Letter with respect to that certain Lease dated as of the date hereinafter set forth_____ day of December, 2003, by and between EOP-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY, as Landlord, and VIACELL, INC., as Tenant, for 42,943 rentable square feet in the Building located at 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Dear __________________: In accordance with the terms and conditions of the above referenced Lease, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (Tenant accepts possession of the "Company")Premises and agrees:
Appears in 1 contract
Samples: Office and Laboratory Lease Agreement (Viacell Inc)
WITNESS. EXECUTION BY SUBSCRIBERPATTERSON ENERGY, INC. To: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual Patterson Energy, Inc. Dated: ----------------------- The undersigned, pursuant to the provisions set forth in the attached Warrant (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this Certificate No. W-_______ day _________), hereby agrees to subscribe for the purchase of ______________ shares of the Common Stock ("Restricted Shares") of Patterson Energy, Inc. (the "Company") covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant. The undersigned is acquiring the Restricted Shares for his own account with the present intention of holding the Restricted Shares for purposes of investment, and he has no intention of selling any of the Restricted Shares in a public distribution in violation of federal securities laws or any applicable state securities laws and none of such Restricted Shares may be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by the undersigned unless (a) a registration statement under the Securities Act of 1933, as amended (the "Act") covering the Restricted Shares has become effective so as to permit the sale or other disposition of such shares by the undersigned; or (b) there is presented to the Company an opinion of counsel satisfactory to the Company to the effect that the sale or other proposed disposition of the Restricted Shares by the undersigned may lawfully be made otherwise than pursuant to an effective registration statement under the Act. Signature: -------------------------- Address: ---------------------------- ------------------------------------ PATTERSON ENERGY, INC. ASSIGNMENT FOR VALUE RECEIVED, ______________________________________________ _______________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. ----------------------------------------- INDEPENDENCE ENERGY CORPW-_______________) with respect to the number of shares of Common Stock of Patterson Energy, Inc. covered thereby set forth below, unto: Names of Assignee ("Assignee") Address No. Address of Subscriber (residence) PerShares ------------------------------ ------- ------------- Signature: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")---------------------------------------------
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ----------------------------- ----------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- ----------------------------- ----------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- ----------------------------- ----------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- ----------------------------- ----------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPWEB WIZARD, INC. ----------------------------- ----------------------------- Per: Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- ----------------------------- ----------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPWEB WIZARD, INC. (the "Company")) Purchase of Shares
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as seal of the date hereinafter set forthCorporation and the facsimile signatures of its duly authorized officers. DATED: 1/21/98 COUNTERSIGNED OLDE MONMOUTH STOCK TRANSFER CO, INC. 77 MXXXXXXX XXXXXXX, XXXXX 000, XXXXXXXX XXXXXXXXX, XX 00000 TRANSFER AGENT BY: /s/ [SIGNATURE ILLEGIBLE] AUTHORIZED SIGNATURE [THE ACCORD GROUP, INC. CORPORATE SEAL 1997 DELAWARE] /s/ J. Zhanxx Xxxxxxx /s/ Richxxx Xxxxxx XX SECRETARY CHAIRMAN RESTRICTED THE SHARES REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE CERTIFICATE HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM. 15 RESTRICTED THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH SHARES REPRESENTED BY THIS SUBSCRIPTION AGREEMENT RELATES CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACTSECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR ANY U.S. STATE SECURITIES LAWSTRANSFERRED WITHOUT REGISTRATION UNDER SAID ACT OR AN EXEMPTION THEREFROM. NUMBER SHARES ------ ------ AGR 01020 * 500,000 * THE ACCORD GROUP, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S INC. INCORPORATED UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS LAWS OF THE 1933 ACT STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 00435N 20 3 COMMON STOCK THIS CERTIFIES THAT: ROBEXX XXXXXXX xx owner of * FIVE HUNDRED THOUSAND * FULLY PAID AND IN NON-ASSESSABLE SHARES OF COMMON STOCK OF PAR $.001 VALUE EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSOF THE ACCORD GROUP, INC. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPtransferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. (This certificate and the "Company")shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and By-laws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent.
Appears in 1 contract
Samples: 1 Stock Purchase Agreement (Rose International LTD)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature ----------------------------- -------------------------------- Name: ------------------------------ Title: ----------------------------- ----------------------------- O-3-2 EXHIBIT O-4 Form of witness Signature of individual Swing Line Note Promissory Note (if Subscriber IS an individualSwing Line Loan) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of _$20,000,000 __________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _____ _________, ____ FOR VALUE RECEIVED, BREED TECHNOLOGIES, INC., a Delaware corporation having its principal place of Subscriber business located in Lakeland, Florida (residencethe "Borrower"), hereby promises to pay to the order of NATIONSBANK, NATIONAL ASSOCIATION (the "Lender"), in its individual capacity, at the office of NATIONSBANK, NATIONAL ASSOCIATION, as agent for the Lenders (the "Agent"), located at One Independence Center, 000 Xxxxx Xxxxx Xxxxxx, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places as the Agent may designate in writing) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number at the times set forth in the Amended and e-mail address By signing this acceptanceRestated Credit Agreement dated as of April 28, 1998 among the Borrower, certain Borrowing Subsidiaries, the Company agrees financial institutions party thereto (collectively with the Lender, the "Lenders") and the Agent (as amended, supplemented or restated and in effect from time to time, the "Agreement"; all capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement), in lawful money of the United States of America in immediately available funds, the principal amount of TWENTY MILLION DOLLARS ($20,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Agreement, on the Revolving Credit Termination Date or such earlier date as may be required pursuant to the terms of the Agreement, and to pay interest from the date hereof on the unpaid principal amount hereof, in like money, at said office, on the dates and at the rates provided in Article ------- III of the Agreement. All or any portion of the principal amount of Swing Line --- Loans may be prepaid or required to be bound by prepaid as provided in the Agreement. If payment of all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription sums due hereunder is accelerated under the terms of the Agreement may be or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in the proviso to Section 3.14(b) of the Agreement or the --------------- maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the event of such acceleration, this Swing Line Note, and all other indebtedness of the Borrower to the Lender shall become immediately due and payable, without presentation, demand, protest or notice of any number of counterpartskind, each of which, when so executed and delivered, shall constitute an original and all of which together are hereby waived by the Borrower. In the event this Swing Line Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. Interest hereunder shall constitute one instrumentbe computed as provided in the Agreement. Delivery This Swing Line Note is the Swing Line Note referred to in the Agreement and is issued pursuant to and entitled to the benefits and security of an executed copy the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Revolving Loans evidenced hereby were or are made and are to be repaid. This Revolving Note is subject to certain restrictions on transfer or assignment as provided in the Agreement. All Persons bound on this Subscription Agreement obligation, whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the full extent permitted by electronic facsimile transmission law the benefits of all provisions of law for stay or delay of execution or sale of property or other means satisfaction of electronic communication capable judgment against any of producing a printed copy will them on account of liability hereon until judgment be deemed to obtained and execution issues against any other of them and returned satisfied or until it can be execution and delivery of this Subscription Agreement as shown that the maker or any other party hereto had no property available for the satisfaction of the date hereinafter set forthdebt evidenced by this instrument, or until any other proceedings can be had against any of them, also their right, if any, to require the holder hereof to hold as security for this Swing Line Note any collateral deposited by any of said Persons as security. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Protest, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTnotice of protest, OR ANY U.S. STATE SECURITIES LAWSnotice of dishonor, ANDdishonor, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")demand or any other formality are hereby waived by all parties bound hereon.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Corporation and its corporate seal. Dated as of ____________ __, ____. [SEAL] Attest: MAXICARE HEALTH PLANS, INC. By By Name: Xxxx X. Xxxxx Name: Xxxxx X. Xxxxxxx Title: Secretary Title: Chief Executive Officer Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY By ______________________________ Authorized Signatory Name: Title: Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR, VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ____________________________________ _______________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: _______________ __, ____ _____________________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of the Medallion Signature Guarantee Program. Address ---------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may _____________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Corporation and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: RAYCHEM CORPORATION By By ----------------------------- ------------------------------- Name Name ----------------------------- ------------------------------- Title Title ----------------------------- ------------------------------- Countersigned: [ ] By ----------------------------- Name ----------------------------- Title ----------------------------- 55 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED______________________________________________________ hereby sells, assigns and transfers unto________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-in-Fact, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Address Dated:__________, _____ -------------------------------------------- Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of Subscriber 1934, as amended (residencethis term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and e-mail address By signing this acceptance(3) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may -------------------------------------------- Signature 56 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in any the name of: Please insert social security number or other identifying number_____________________________________________________ ________________________________________________________________________________ (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security number or other means identifying number_____________________________________________________ ________________________________________________________________________________ (Please print name and address) Dated: __________, _____ -------------------------------------------- Signature Signature Guaranteed: ------------------------------ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of electronic communication capable of producing a printed copy will be deemed to be execution 1934, as amended (this term means, in general, banks, stock brokers, savings and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933loan associations, AS AMENDED (THE "1933 ACT"and credit unions, in each case with membership in an approved signature guarantee medallion program). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Rights Agreement (Raychem Corp)
WITNESS. EXECUTION BY SUBSCRIBERXXXXX XXXXXX ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) SCHEDULE "C" RELEASE TO: X ----------------------------------- ----------------------------------------- Signature HALO RESOURCES LTD. RE: CURRENT AND FUTURE STAKED MINING CLAIMS IN THE SHERRIDON AREA OF THE PROVINCE OF MANITOBA In consideration of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription an Option Agreement as between Xxxxx Xxxxxx and Halo Resources Ltd. of even date herewith, each of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT undersigned Xxxxx Xxxxxx and Xxxxx Xxxxxx, for and on behalf of themselves and with effect against and binding upon their respective estates, executors, administrators, and heirs and all other persons or legal entities associated with or under the control of Xxxxx Xxxxxx or Xxxxx Xxxxxx or in which Xxxxx Xxxxxx or Xxxxx Xxxxxx have a direct or indirect interest (THE including, without limitation, any corporation, joint venture or partnership) (collectively, the "SUBSCRIPTION AGREEMENTReleasors") RELATES TO AN OFFERING do hereby unconditionally and irrevocably remise, release, disclaim, and quit claim to and unto Halo Resources Ltd., any and all claims, and all rights to claim, any right, title or interest in and to any current or future mining claim staked and recorded by Halo Resources Ltd., or in which Halo Resources Ltd. acquires any direct or indirect right, title or interest, in and around the Sherridon Area of the Province of Manitoba (including, without limitation, those claims set out on Schedule D attached hereto) (all such current or future mining claims collectively, the "Mining Claims") with the intention that from and after this date the Releasors are and shall be estopped from making any such claims as described herein. This Release shall be binding upon and may be enforced by the successors and assigns, including the successors in title to any of the Mining Claims, of Halo Resources Ltd. This Release shall be governed by the laws of the Province of Manitoba. DATED AT WINNIPEG, MANITOBA, THIS DAY OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN, 2006 WITNESS: ) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ) ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) ) --------------------------- ) -------------------------------- ) XXXXX XXXXXX ) SCHEDULE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, D" ALL MINING CLAIMS IN THE UNITED STATES OR TO U.S. PERSONS SHERRIDON, MANITOBA AREA IN WHICH HALO CURRENTLY HAS AN INTEREST -------------------------------------------------------------------------------- Sub- Name Number Area Recorded Expires Map Holder Project (AS DEFINED HEREINha) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPRef. (*) -------------------------------------------------------------------------------- Xxxx Xxxx 1 MB6251 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 2 MB6252 100 30-Nov-05 29-Jan-08 63N3 Halo East East 3 MB6253 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 4 MB6254 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 5 MB6255 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 6 MB6256 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 7 MB6257 216 30-Nov-05 29-Jan-08 63N3 Halo East East 8 MB6258 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 9 MB6259 00 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 10 MB6260 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 11 MB6261 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 12 MB6262 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 13 MB6263 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 14 MB6264 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 15 MB6265 000 00-Xxx-00 00-Xxx-00 00X0 Xxxx Xxxx Xxxx 16 MB6266 120 30-Nov-05 29-Jan-08 63N3 Halo Meat Lake Meat 1 MB6200 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 2 MB6267 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 3 MB6268 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 4 MB6269 220 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 5 MB6270 253 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 6 MB6271 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 7 MB6272 256 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 8 MB6273 40 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 9 MB6274 218 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 10 MB6275 200 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 11 MB6308 184 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 12 MB6309 160 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 13 MB6310 100 30-Nov-05 29-Jan-08 63N2 Halo Meat Lake Meat 14 MB6311 160 30-Nov-05 29-Jan-08 63N2 Halo -------------------------------------------------------------------------------- * Full name is Halo Resources Ltd. SCHEDULE "E" HALO CLAIMS WITHIN THE SHERRIDON COMMUNITY BOUNDARY -------------------------------------------------------------------------------- Sub- Name Number Area Recorded Expires Map Holder Project (ha) Ref. (*) -------------------------------------------------------------------------------- Sherridon Halo 15 MB 6198 256 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 16 MB 6199 250 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 17 MB 6023 233 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 18 MB 6024 96 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 19 MB 6048 64 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 20 MB 6049 72 14-Oct-05 12-Dec-07 63N3 HALO Sherridon Halo 21 MB 6050 70 14-Oct-05 12-Dec-07 63N3 HALO * Full name is Halo Resources Ltd. SCHEDULE "F" RULES OF ARBITRATION The following rules and procedures shall apply with respect to any matter to be arbitrated by the "Company")parties under the terms of the Agreement.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- DELIVERY AND ACCEPTANCE RECEIPT ------------------------------------------------------------------------------- WE (THE LEASING CUSTOMER) CERTIFY THAT ALL EQUIPMENT REFERRED TO ABOVE HAS BEEN DELIVERED AND IS FULLY INSTALLED. WE ALSO CERTIFY THAT WE HAVE INSPECTED THE EQUIPMENT AND THAT IT IS IN GOOD OPERATING ORDER AND FIT FOR OUR INTENDED USE. WE CONDITIONALLY ACCEPT THE EQUIPMENT AND ACKNOWLEDGE THAT IT HAS NOT BEEN ACCEPTED ON A "TRIAL" BASIS. WE NOW REQUEST THAT THE LEASING COMPANY SIGN THE LEASE AND PAY THE EQUIPMENT VENDOR. WE UNDERSTAND THE IMPORTANCE OF THIS CERTIFICATION TO THE LEASING COMPANY PRIOR TO PAYING THE VENDOR, AND WE UNDERSTAND WE WILL BE PRECLUDED FROM DENYING THE TRUTH OF THIS CERTIFICATION IN THE FUTURE. ------------------------------------------------------------------------------- Signature of witness Signature of individual Date Name and Title (if Subscriber IS an individualPlease Print) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of /s/ DONAXX XXXXXXX 6-8-99 Donaxx Xxxxxxx, Xxesident ------------------------------------------------------------------------------- Reference: Lessor: Advanta Bank Corp. Lessee: Interactive Telesis, Inc. App No. ___________, ___ Lease No. _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber __________ Equipment: (residence1) PerARC Serve Enterprise Back-Up System Purchase Price: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, $2,561.76 This PUT Addendum to Equipment Lease Agreement ("Addendum") shall amend the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Equipment Lease Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of between the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT above lessor (THE "SUBSCRIPTION AGREEMENTLessor") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and the above lessee (AS DEFINED HEREIN"Lessee") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED with reference to the above lease transaction (THE "1933 ACTLease"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (All terms and conditions of the "Company")Lease not inconsistent with this Addendum shall be and remain in full force and effect.
Appears in 1 contract
Samples: Equipment Lease Agreement (Interactive Telesis Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature s/ Xxxxxx Xxxxxxxxxx /s/ Xxxx X. Xxxx ------------------------------- ----------------------------- XXXX X. XXXX LIMITED JOINDER OF RAM UYA INVESTMENT COMPANY --------------------------------------------- The undersigned, RAM UYA Investment Company, a partnership, hereby joins in this Agreement solely for the purpose of witness Signature agreeing to execute and deliver to NEW RADO the lease agreement covering the Premises at the time of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name Closing pursuant to Section IX hereof, and to the terms and conditions of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 Section XX hereof. This Subscription RAM UYA INVESTMENT COMPANY, a partnership Witness: /s/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx ------------------------------- ----------------------------- Title: The following exhibits to this Asset Purchase Agreement may have been omitted and will be executed in any number of counterparts, provided to the Commission upon request to the Company: EXHIBITS TO ASSET PURCHASE AGREEMENT ------------------------------------ Exhibit "A" - $200,000 Promissory Note from NEW RADO to RADO Exhibit "B" - Employment Agreement between NEW RADO and Xxxxxxx X. Xxxx Exhibit "C" - Xxxxxx Limited Guaranty Agreement Exhibit "D" - Employment Agreement between NEW RADO and Xxxx X. Xxxx Exhibit "E" - Moro Corporation Guaranty Agreement Exhibit "F" - Non-Compete Agreement between each of which, when so executed Xxxxxxx X. Xxxx and delivered, shall constitute an original Xxxx X. Xxxx and all of which together shall constitute one instrument. Delivery of an executed copy of NEW RADO The following schedules to this Subscription Asset Purchase Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy have been omitted and will be deemed provided to be execution the Commission upon request to the Company: SCHEDULES TO ASSET PURCHASE AGREEMENT ------------------------------------- Schedule I.A. - Contracts Assumed by NEW RADO Schedule I.D. - Fixed Asset Leases of OLD RADO Assumed by NEW RADO Schedule I.F. - Prepaid Expenses and delivery Deposits of this Subscription Agreement as OLD RADO Assumed by NEW RADO Schedule I.G. - Fixed Asset List of the date hereinafter set forthOLD RADO Schedule III. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933- Excluded Assets Schedule VI.C.3 - December 31, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")2001 Balance Sheet of OLD RADO Schedule XII.C.- Required Third Party Waivers or Consents of OLD RADO Schedule XII.E. - Financial Statements of OLD RADO Schedule XII.F. - Legal Proceedings Schedule XII.G. - Permits and Approvals of OLD RADO Schedule XII.H. - Liens and Encumbrances on OLD RADO Assets Schedule XII.I. - Tax Returns of OLD RADO Schedule XII.J. - List of OLD RADO Contracts Schedule XII.K - Changes Schedule XII.L. - Employee Benefit Plans Schedule XII.N. - List of OLD RADO Employees and Compensation Arrangements Schedule XII.Q. - List of OLD RADO Insurance Policies Schedule XII.R. - Related Party Obligations Schedule XIV.G. - Moro Corporation Financial Statements Schedule XIV.H. - Pro Forma Closing Balance Sheet of NEW RADO
Appears in 1 contract
Samples: Asset Purchase Agreement (Moro Corp)
WITNESS. EXECUTION BY SUBSCRIBERMy hand and official seal. SIGNATURE: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber /s/ Jo Xxx Xxxxx -------------------- [SEAL APPEARS HERE] JO XXX XXXXX DEVELOPER This Lease Agreement is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED approved as to form this _______ 17 day of ___________July, _____1985. ----------------------------------------- INDEPENDENCE ENERGY CORPXXXXXX X XXXXXX, City Attorney By: [SIGNATURE APPEARS HERE] Deputy DEVELOPER'S ACKNOWLEDGMENT --------------------------- STATE OF CALIFORNIA ) ) ss. Address of Subscriber (residenceCOUNTY OF LOS ANGELES ) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceOn July 10, 1985, before me, the Company agrees undersigned, a Notary Public in and for said State, personally appeared Xxxx X. Xxxxxx, Xx., personally known to me or proved to me on the basis of satisfactory evidence to be bound by all representationsthe person that executed this instrument as President of Xxxxxx Long Beach Development Corporation, warrantiesthe corporation that executed this instrument as the general partner of Xxxxxx Long Beach Associates, covenants a California Limited Partnership, the partnership that executed the within instrument, and agreements on pages 4-12 hereofacknowledged to me that such corporation executed the same as such partner and that said partnership executed the same. This Subscription Agreement may be executed WITNESS my hand and official seal. ( SEAL ) /s/ Xxxxxx X. Xxxx [SEAL APPEARS HERE] -------------------------- Notary Public in any number of counterpartsand for said State LEGAL DESCRIPTION ----------------- THAT PORTION OF PARCEL 1, each of whichIN THE CITY OF LONG BEACH, when so executed and deliveredIN THE COUNTY OF LOS ANGELES, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING STATE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933CALIFORNIA, AS AMENDED (SHOWN ON A RECORD OF SURVEY, FILED IN BOOK 85, PAGE 19, OF RECORD OF SURVEYS, IN THE "1933 ACT"). NONE OFFICE OF THE SECURITIES COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THOSE PORTIONS OF XXXX 0 XXX 0, XXXXX XX. 00000, XX SAID CITY, COUNTY OF STATE, AS PER MAP RECORDED IN BOOK 174, PAGES 15 TO 23, INCLUSIVE OF MAPS, IN SAID RECORDER'S OFFICE, AND TOGETHER WITH THAT PORTION OF LAKEWOOD BOULEVARD (FORMERLY KNOWN AS CERRITOS AVENUE, 80 FEET WIDE) AS SHOWN ON SAID MAP OF TRACT NO. 10548, NOW VACATED BY THE STATE OF CALIFORNIA HIGHWAY COMMISSION, A CERTIFIED COPY OF WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER WAS RECORDED MAY 19, 1959, AS INSTRUMENT NO. 3601, OF OFFICIAL RECORDS, IN THE 1933 ACTOFFICE OF SAID COUNTY RECORDER, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID PARCEL 1, SAID RECORD OF SURVEY; THENCE NORTH 00 DEGREES 00 MINUTES 46 SECONDS EAST 324.60 FEET, ALONG THE WESTERLY LINE OF SAID PARCEL 1, TO THE NORTHWESTERLY CORNER OF SAID PARCEL 1, SAID NORTHWESTERLY CORNER BEING A POINT IN A NON-TANGENT CURVE CONCAVE NORTHERLY AND HAVING A RADIUS OF 1,050.00 FEET, A RADIAL LINE THAT BEARS SOUTH 2 DEGREES 06 MINUTES 54 SECONDS WEST TO SAID POINT, SAID CURVE ALSO BEING THE NORTHERLY LINE OF SAID PARCEL 1; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 27 DEGREES 32 MINUTES 10 SECONDS AN ARC DISTANCE OF 504.63 FEET TO A POINT, SAID LAST MENTIONED POINT BEING A RADIAL LINE THAT BEARS SOUTH 25 DEGREES 25 MINUTES 16 SECONDS EAST, TO SAID LAST MENTIONED POINT; THENCE SOUTH 45 DEGREES 22 MINUTES 59 SECONDS EAST 1,403.34 FEET TO A POINT IN THAT CERTAIN COURSE AS DESCRIBED AS HAVING A BEARING AND LENGTH OF "SOUTH 34 DEGREES 15 MINUTES 50 SECONDS WEST 225.46 FEET" IN THE NORTHWESTERLY BOUNDARY OF THAT PARCEL OF LAND DESCRIBED AS PARCEL 1 IN DEED TO STATE OF CALIFORNIA, RECORDED MARCH 18, 1959, AS INSTRUMENT NO. 1904, OF OFFICIAL RECORDS, OF SAID COUNTY, SAID LAST MENTIONED POINT BEING NORTH 34 DEGREES 16 MINUTES 23 SECONDS EAST 40.81 FEET, ALONG SAID COURSE, FROM THE SOUTHWESTERLY TERMINUS THEREOF; THENCE SOUTH 34 DEGREES 16 MINUTES 23 SECONDS WEST 40.81 FEET, ALONG SAID COURSE, TO THE NORTHEASTERLY TERMINUS OF THAT CERTAIN COURSE IN SAID NORTHWESTERLY BOUNDARY, AS DESCRIBED IN SAID LAST MENTIONED PARCEL 1, AS HAVING A BEARING AND LENGTH OF "SOUTH 62 DEGREES 04 MINUTES 30 SECONDS WEST, 51.05 FEET, MORE OR LESS,"; THENCE SOUTH 62 DEGREES O5 MINUTES 03 SECONDS WEST ALONG SAID LAST MENTIONED CERTAIN COURSE, TO THE NORTHEASTERLY TERMINUS OF THAT CERTAIN COURSE AS DESCRIBED AS HAVING A BEARING AND LENGTH OF "SOUTH 62 EXHIBIT "A" DEGREES 04 MINUTES 30 SECONDS WEST, 113.28 FEET" IN SAID LAKEWOOD BOULEVARD, NOW VACATED BY THE CALIFORNIA HIGHWAY COMMISSION; THENCE SOUTH 62 DEGREES O5 MINUTES 03 SECONDS WEST ALONG SAID LAST MENTIONED CERTAIN COURSE TO THE NORTHEASTERLY TERMINUS OF THAT COURSE AS DESCRIBED AS HAVING A BEARING AND LENGTH OF "SOUTH 62 DEGREES 04 MINUTES 30 SECONDS WEST 704.56 FEET" IN THE NORTHERLY BOUNDARY OF THAT PARCEL OF LAND DESCRIBED AS PARCEL 1 IN DEED TO THE STATE OF CALIFORNIA, RECORDED MAY 11, 1959, AS INSTRUMENT XX. 0000, XX XXXXXXXX XXXXXXX, XX XXXX XXXXXX; THENCE ALONG SAID LAST MENTIONED NORTHERLY BOUNDARY SOUTH 62 DEGREES O5 MINUTES 03 SECONDS WEST 704.56 FEET, SOUTH 80 DEGREES O5 MINUTES 43 SECONDS WEST 105.00 FEET AND NORTH 80 DEGREES 14 MINUTES 59 SECONDS WEST 676.33 FEET; THENCE NORTH 9 DEGREES 45 MINUTES 01 SECONDS EAST 570.00 FEET; THENCE NORTH 25 DEGREES 20 MINUTES 00 SECONDS EAST 15.00 FEET; THENCE NORTH 8 DEGREES 44 MINUTES 49 SECONDS WEST 248.97 FEET TO THE SOUTHERLY PROLONGATION OF SAID WESTERLY LINE OF PARCEL 1, AS SHOWN ON SAID RECORD OF SURVEY; THENCE NORTH 0 DEGREES 00 MINUTES 46 SECONDS EAST 72.14 FEET ALONG SAID PROLONGATION, TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS IN AND UNDER, OR WHICH MAY BE PRODUCED OR SAVED FROM SAID LAND; TOGETHER WITH ALL RIGHTS OF EVERY KIND AND DESCRIPTION WHATSOEVER TO DRILL FOR, DEVELOP, TAKE, REMOVE, AND SEVER THE SAME, OR ANY U.S. STATE SECURITIES LAWSPART THEREOF, ANDFROM SAID LAND, UNLESS SO REGISTEREDWITHOUT, NONE MAY HOWEVER, THE RIGHT TO THE USE OF THE SURFACE OF SAID LAND IN CONNECTION WITH THE DEVELOPMENT OR REMOVAL OF SAID OIL, GAS OR OTHER HYDROCARBONS, ALL DRILLING AND BORING FOR SAID PURPOSES TO BE OFFERED DONE BENEATH THE SURFACE OF SAID LAND AT ANY LEVEL, OR SOLDLEVELS, DIRECTLY 100 FEET, OR INDIRECTLYMORE, BELOW THE SURFACE THEREOF, THE SURFACE OPENING OF THE WELL HOLE TO BE LOCATED ON LAND OTHER THAN THE LAND ABOVE DESCRIBED, AS RESERVED IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT DEED FROM XXXXX LAND COMPANY, A CORPORATION, RECORDED AUGUST 25, 1948 IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTBOOK 28072 PAGE 204, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTOFFICIAL RECORDS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMAND RECORDED FEBRUARY 10, OR 1950 IN A TRANSACTION NOT SUBJECT TOBOOK 32238 PAGE 67 OFFICIAL RECORDS AND RECORDED DECEMBER 28, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT 1950 IN BOOK 35179 PAGE 303, OFFICIAL RECORDS AND RECORDED DECEMBER 28, 1950 IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSBOOK 35179 PAGE 310, OFFICIAL RECORDS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the EXHIBIT "Company")A" [MAP APPEARS HERE]
Appears in 1 contract
Samples: Lease Agreement (Kilroy Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe seal of the General Partner of the Partnership and the signatures of its duly authorized officers. Dated: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, ___ ___________________________ ________________________ President Secretary REVERSE OF CALI REALTY, L.P. UNIT CERTIFICATE THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DATED AS OF JANUARY 17, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREINA) PURSUANT TO REGULATION S AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS(B) IF THE PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, ANDSALE, UNLESS SO REGISTEREDASSIGNMENT, NONE MAY BE OFFERED PLEDGE, HYPOTHECATION OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SECTION 5 OF THE 1933 ACT AND THE RULES AND REGULATIONS IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSEFFECT THEREUNDER. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOFOR VALUE RECEIVED, _________________ hereby sell, assign and transfer unto __________________________________ _________________ limited Partnership Units represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________ Attorney to transfer the said limited Partnership Units on the books of the within named Partnership with full power of substitution in the premises. Dated: INDEPENDENCE ENERGY CORP. ________________ ___________________________ In presence of: Attachment 1 to Unit Certificate To: Reference is made to that certain Amended and Restated Agreement of Limited Partnership of Cali Realty, L.P. dated as of January 17, 1997 (the "CompanyPartnership Agreement"), pursuant to which Cali Realty Corporation, a Maryland corporation, and certain other persons, including the undersigned, continued the Delaware limited partnership known as Cali Realty, L.P. (the "Partnership"). Capitalized terms used but not defined herein shall have the meanings set forth in the Partnership Agreement. Pursuant to Section 10.3 of the Partnership Agreement, each of the undersigned, being a limited partner of the Partnership (an "Exercising Partner"), hereby elects to exercise its Redemption Rights as to a portion or portions of its Partnership Units, as all specified opposite its signature below (notwithstanding the foregoing, each of the undersigned hereby acknowledges and agrees that the General Partner has the right, in its sole and absolute discretion, to deliver shares of Common Stock to the undersigned in lieu of all or any portion of the cash requested below by the undersigned, all in accordance with Section 10.3 of the Partnership Agreement): Dated: ================================================================================ Number of Number of Offered Units to Offered Units to Exercising be Redeemed for be Redeemed for Partner Shares Cash -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- --------------- -------------------------------------------------------------------------------- --------------- ================================================================================
Appears in 1 contract
Samples: Cali Realty Corp /New/
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual s/ American Conferencing Company, Inc. --------------------------- ------------------------------------- (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory Guarantor) By: /s/ Pres. ---------------------------------- (if Subscriber is NOT an individualTitle) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this SECRETARY'S CERTIFICATE I, _____________________ certify that I am the (assistant) secretary of American Conferencing Company, Inc., a _________ corporation; that at a meeting of the Board of Directors held on the ____ day of ___________, 19__, the foregoing Guaranty and the terms thereof was regularly introduced and it was resolved that the officers of this corporation were duly authorized to sign and deliver the same and a resolution to such effect appears in the minute book and is in full force and effect. WITNESS OUR HANDS AND SEAL THIS _____ day of __________ , 19__. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address /s/ ------------------------------- (Assistant) Secretary [SEAL HERE] COLLATERAL SECURITY AGREEMENT ----------------------------- As security for the payment and performance by Resource Objectives, Inc. ("Lessee") to Market Financial Corporation its successors and assigns (hereinafter collectively referred to as "Lessor") of Subscriber (residencea) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number equipment lease agreement executed by Lessee and e-mail address By signing this acceptanceLessor dated October 26, 1994, in the Company agrees to be bound by all representationsamount of One Hundred Twenty Five Thousand Dollars ($125,000.00), warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in together with renewals or extensions thereof ("Lease"); (b) any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all obligations of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement any Lessee hereunder to Lessor, direct, indirect or contingent, joint or several, whether or not otherwise secured, and whether now existing or hereafter incurred; and (c) any and all amounts advanced or expended by electronic facsimile transmission Lessor for the maintenance or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as preservation of the date personal property described below; Lessee hereby pledges, assigns and grants to Lessor a security interest in the following (hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (collectively referred to as the "Collateral"): All of the personal property, fixtures, trade fixtures, furniture and furnishings of the Lessee and of the Guarantor, American Conferencing Company"), Inc., wherever located and whether now owned or in existence or hereafter acquired or created, of every kind and description, tangible or intangible, including, without limitation, all inventory, equipment, documents, instruments, chattel paper, accounts, contract rights and general intangibles. The Lessor and the Lessee agree to the following Terms and Conditions: TERMS AND CONDITIONS
Appears in 1 contract
Samples: Master Lease Agreement (Vialog Corp)
WITNESS. EXECUTION BY SUBSCRIBER[SIGNATURE ILLEGIBLE] --------------------- Exhibit A FORM OF SUBSCRIPTION (To be signed only on exercise of Warrant) TO: X ----------------------------------- ----------------------------------------- Signature The Recovery Network, Inc. The undersigned, the holder of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED the within Warrant, hereby irrevocably elects to exercise this Warrant for, and to purchase thereunder, _________ day shares of Common Stock of The Recovery Network, Inc. and herewith makes payments of $______ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to ________ whose address is___________, _________. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address Dated:______________ ------------------------------------- (Signature must conform to name of Subscriber holder as specified on the face of the Warrant) ------------------------------------- (residenceAddress) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceEXHIBIT B FORM OF TRANSFEROR ENDORSEMENT (To be signed only on transfer of Warrant) For value received, the Company agrees undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to be bound by all representations, warranties, covenants purchase the percentage and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterpartsshares of Common Stock of The Recovery Network, Inc. to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of whichThe Recovery Network, when so executed and deliveredInc. with full power of substitution in the premises. ================================================================================ Transferees Percentage Number Transferred Transferred -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ================================================================================ Dated: __________, shall constitute an original and all 19____ _________________________________________ (Signature must conform to name of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement holder as specified on the face of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT warrant) Signed in the presence of: _________________________________ ________________________________ (THE "SUBSCRIPTION AGREEMENT"Name) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREINaddress) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ACCEPTED AND AGREED: _________________________________ [TRANSFEREE] (THE "1933 ACT"address) _________________________________ (Name). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Rnethealth Com Inc
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Corporation and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: NATIONAL WIRELESS HOLDINGS INC. Address ________________________ By____________________________ Name: Name: Title: Title: Countersigned: [_______________________] By_______________________ Authorized Signatory Name: Title: Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT (residenceTo be executed by the registered holder if such holder desires to transfer the Right Certificate.) PerFOR VALUE RECEIVED _____________________________ hereby sells, assigns and transfers unto _________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number ___________, ____ _________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may __________________________ Signature FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of the Corporation and its corporate seal. Dated as of, ___________, ___. [SEAL] ATTEST: HARRIS INTERACTIVE INC. By: By: ---------------------------------- ----------------------------------- Name: Name: -------------------------------- --------------------------------- Title: Title: ------------------------------- -------------------------------- Countersigned: [AMERICAN STOCK TRANSFER & TRUST COMPANY] By: ---------------------------------- Authorized Signatory Name: -------------------------------- Title: ------------------------------- FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________ hereby sells, assigns and transfers unto _____________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: --------------------- --------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Right Agreement) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may --------------------------------------- Signature 44 FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERLANDLORD: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______________________________ day HHC WESTBAY, INC., Name: a Delaware Corporation _______________________________ By: ________________________________ Name: Lars C. Haegg, its Vice President TENANT: HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP, a ______________________________ Massachusetts limited partnership Name: By: HARBORSIDE HEALTH I CORPORATION, a Delaware corporation ------------------------------- Name: By: _______________________________ Bruce J. Beardsley, its Vice President ACKNOWLEDGEMENT OF LANDLORD STATE OF ) ) SS: COUNTY OF ) BEFORE ME, the undersigned, a Notary Public in and for said County and State, personally appeared Lars C. Haegg known to me to be the Vixx Xxxxxxxxx of HHC WESTBAY, INC. a Delaware corporation, xxx corporation which executed the foregoing instrument, and acknowledged to me that he did sign said instrument in the name and on behalf of said corporation, and that the same is his free act and deed and the free act and deed of said corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _______________, ______________ this ______ day of September 2000. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence---------------------------- Notary Public ACKNOWLEDMENT OF TENANT STATE OF ) Per) SS: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceCOUNTY OF ) BEFORE ME, the Company agrees undersigned, a Notary Public in and for said County and State, personally appeared Bruce J. Beardsley, the Vice Presidenx xx XXXXXXXXXX XXALTH I CORPORATION, a Delaware corporation, the general partner of HARBORSIDE OF CLEVELAND LIMITED PARTNERSHIP, a Massachusetts limited partnership, the Limited Partnership which executed the foregoing instrument, and acknowledged to be bound me that he did sign said instrument in the name and on behalf of said corporation as corporate general partner of said Limited Partnership, being thereunto duly authorized by all representations, warranties, covenants necessary corporate and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number partnership action; and that such signing is his free act and deed individually and the free act and deed of counterparts, each of which, when so executed said corporate general partner and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")said Limited Partnership.
Appears in 1 contract
Samples: Lease (Harborside Healthcare Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (the Company and its corporate seal, if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day any. Dated as of ___________, ________. ----------------------------------------- INDEPENDENCE ENERGY CORPICOS CORPORATION By: Its: ____________________________ COUNTERSIGNED: Mellon Investor Services LLC as Rights Agent By: __________________________ Its:______________________ --Form of Reverse Side of Rights Certificate-- FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate) FOR VALUE RECEIVED _____________________________________________ hereby sells, assigns and transfer unto ____________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________ as attorney, to transfer this Rights Certificate on the books of the within-named Company, with full power of substitution. Address The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not being sold, assigned or transferred by or on behalf of Subscriber a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (residenceas such terms are defined in the Rights Agreement), (2) Perthis Rights Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone _________________________ Signature: __________________________ Signature Guarantee* ________________________________ *Your signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --Form of Reverse Side of Rights Certificate-- (continued) FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To: ICOS CORPORATION The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and e-mail address By signing address) If such number of Rights shall not be all the Rights evidenced by this acceptanceRights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address) The undersigned hereby certifies that (1) the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), and (2) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: ________________________ Signature: ____________________________ _______________________________ *Your signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. --Form of Reverse Side of Rights Certificate-- (continued) NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written on the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C ICOS CORPORATION STOCKHOLDER RIGHTS PLAN SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES Distribution and Transfer On August 9, warranties2002, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number ICOS Corporation (the of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE Rights; Rights "SUBSCRIPTION AGREEMENTCompany") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOannounced that its Board of Directors Certificates: INDEPENDENCE ENERGY CORP. (the "CompanyBoard of Directors") had adopted a Stockholder Rights Plan and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Shares"), of the Company. Prior to the Distribution Date referred to below, if any, the Rights will be evidenced by and trade with the certificates for the Common Stock. After the Distribution Date, if any, the Company will cause the rights certificates to be delivered to the Company's stockholders and the Rights will become transferable apart from the Common Stock.
Appears in 1 contract
Samples: Rights Agreement (Icos Corp / De)
WITNESS. EXECUTION BY SUBSCRIBERASSIGNOR: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership By: Philips International Realty Corp., a Maryland corporation, its general partner ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per_______________ By:___________________________ Print Name:____________________ Name: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address Title: WITNESS: ASSIGNEE: _______________________________ ______________________________ Print Name:____________________ XXXXXX XXXXXXXX By signing below, Limited Partnership consents to Assignor's assignment of the Assigned Interest to Assignee pursuant to this acceptance, Assignment and the Company Redemption Agreement and hereby agrees to be bound by all representationsamend the Partnership Agreement in accordance with this Assignment and the Redemption Agreement and to admit Assignee as a limited partner of Limited Partnership pursuant to the Partnership Agreement, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement as may be executed in any number amended from time to time. PALM SPRINGS MILE ASSOCIATES, LTD., a Florida limited partnership By: Philips Palm Springs Sub-VIII, Inc., a Delaware corporation, its general partner By:_______________________________ Name: Title: SCHEDULE 1 LEGAL DESCRIPTION OF THE PROPERTY [See attached] SCHEDULE D GENERAL RELEASE FROM OPERATING PARTNERSHIP RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of counterparts, themselves and each of whichtheir respective direct or indirect subsidiaries or other affiliates, when so executed successors, predecessors and deliveredpermitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of which is hereby acknowledged, release and discharge XXXXXX XXXXXXXX, an individual a residence at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, New York 11559, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively as RELEASEE from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall constitute an original and all or may, have for, upon, or by reason of which together shall constitute one instrument. Delivery any matter, cause or thing whatsoever from the beginning of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the world to be execution and delivery of this Subscription Agreement as the day of the date hereinafter set forthof this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, 2000 by and among RELEASOR and RELEASEE. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT")This RELEASE may not be changed orally. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")[The remainder of this page is intentionally left blank.]
Appears in 1 contract
Samples: Redemption Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature WHEREOF , the parties hereto have executed this Agreement as of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ the day of and year first set forth above. HXXXX XXXXXX, INC. ___________, ________________ Mxxxxxx X. Xxxxxxxx Senior Vice President, Corporate & Legal Affairs and Chief of Staff PARTICIPANT [Electronic Signature] [Participant Name] [Acceptance Date] ANNEX Additional Country Specific Terms and Conditions for the Restricted Stock Unit Agreement This Annex 1 includes additional terms and conditions that govern the Restricted Stock Units granted to the Participant under the Plan if the Participant works or resides in, or is otherwise subject to the taxes imposed by, one of the countries listed below. ----------------------------------------- INDEPENDENCE ENERGY CORPThis Annex 1 also includes other information that may impact the Participant’s participation in the Plan. Address Certain capitalized terms used but not defined in this Annex 1 have the meanings set forth in the Plan and/or the Agreement. This Annex 1 forms part of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Agreement and e-mail address By signing this acceptanceshould be read in conjunction with the Agreement and the Plan. The Participant agrees to sign any additional agreements or undertakings that may be necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan. Furthermore, the Company agrees Participant acknowledges that the applicable law of the country in which the Participant is subject to taxes or is residing or working at the time of grant or vesting of the Restricted Stock Units or the sale of shares of Common Stock received pursuant to the Restricted Stock Units (including any rules or regulations governing securities, foreign exchange, tax, labor, employment, or other matters) may restrict or prevent the issuance of shares of Common Stock or subject the Participant to additional terms and conditions or procedural or regulatory requirements that the Participant is or will be bound by all representations, warranties, covenants solely responsible for and agreements on pages 4-12 hereofmust fulfill. This Subscription Agreement Such requirements may be executed outlined in any number but are not limited to items listed below in this Annex 1. If the Participant is a citizen or resident of counterpartsa country other than the country in which he or she is subject to taxes or is residing and/or working, each or if the Participant transfers employment or residency after the Restricted Stock Units are granted to him or her, the information contained in this Annex 1 may not be applicable to the Participant. Tax laws are often complex and outcomes can vary depending on individual circumstances. Accordingly, the Participant is advised to seek appropriate professional advice as to how tax and other relevant laws in the applicable country may apply to his or her situation. UNITED STATES The second to last sentence of which, when so executed Section 2(d) of Agreement is hereby deleted in its entirety and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy replaced with the following: “For the purposes of this Subscription Agreement, a “Change of Control” shall mean the occurrence of a Section 409A Change of Control (as defined in Section 17).” As of the Grant Date, if the Participant either (i) qualifies for Retirement (as defined in Section 2(c) of the Agreement) or (ii) may become eligible to qualify for Retirement prior to the Scheduled Payment Date, Section 4 of the Agreement by electronic facsimile transmission or other means is hereby deleted in its entirety and replaced with the following: “Dividend Equivalents. Cash dividends on Shares shall be credited to a dividend book entry account on behalf of electronic communication capable of producing a printed copy will the Participant with respect to each Restricted Stock Unit granted to the Participant, provided that such cash dividends shall not be deemed to be execution reinvested in Shares and delivery will be held uninvested and without interest. The Participant’s right to receive any such cash dividends shall vest if and when the related Restricted Stock Unit vests, and such cash dividends shall be paid in cash to the Participant if and when the related Restricted Stock Unit is paid to the Participant. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each Restricted Stock Unit granted to the Participant. The Participant’s right to receive any such stock dividends shall vest if and when the related Restricted Stock Unit vests, and such stock dividends shall be paid in stock to the Participant if and when the related Restricted Stock Unit is paid to the Participant.” The following shall be added to the Agreement as a new Section 17: “Change of Control Defined. For purposes of this Subscription Agreement as Agreement, a “Section 409A Change of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Control” shall be deemed to have occurred upon:
Appears in 1 contract
Samples: Agreement (Henry Schein Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the due execution hereof with the intent of witness Signature being legally bound as of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of the date stated on the first page hereof. XXXXXX XXXXX & COMPANY, a Delaware corporation, ATTEST:__________________________ By:_________________________ Name: Xxxxxx X. Xxxxxxxxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Title: Vice President and Chief Financial Officer EXHIBIT A TO GUARANTY AGREEMENT [To be supplied by Guarantor) EXHIBIT D-1 Name: ______________________ Home Address: _______________ Date: ______________________ Xxxxxx Xxxxx & Company 0000 Xxxxxxxxx Xxxx. Xxxxxxxx, XX 00000 Attn: Xx. Xxxxxx X. Bardenwerper, General Counsel & Secretary Gentlemen: I have issued a promissory note in the principal amount of $_________ to NationsBank, N.A. (the "Agent"), as agent for itself and certain other banks. That note evidences a loan made to me by the Agent to enable me to purchase, or to refinance the purchase of, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as _______ shares of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. common stock of Xxxxxx Xxxxx & Company (the "Company"). As security for the timely satisfaction of my obligations under the note, I hereby pledge to the Agent all shares purchased or refinanced with the proceeds of the loan as stated above (the "Employee Pledged Shares"), and grant to the Agent a lien on and security interest in those shares and all proceeds thereof. I have not, and I agree that until the note has been paid in full I will not, sell or otherwise dispose of any of the Employee Pledged Shares or create, incur or permit to exist any other pledge, lien, encumbrance, or security interest in the Employee Pledged Shares or their proceeds except as provided in this letter. The Agent is authorized to remit the proceeds of my loan directly to the Company. The Company and/or its transfer agent is hereby authorized and directed, upon disbursement by the Agent of the proceeds of my loan, to register on its books my pledge to the Agent of the Employee Pledged Shares, to identify said pledge of the Employee Pledged Shares on all initial and periodic statements and all other statements or notices respecting the Employee Pledged Shares, and to have all pledgee notices and statements respecting the Employee Pledged Shares as well as any and all certificates or any other instruments or documents evidencing my ownership of the Employee Pledged Shares sent directly to the Agent at the following address: NationsBank, N.A. 000 Xxxxx Xxxxx Xxxxxx Independence Center, 15th Floor NC1-001-15-04 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Xxx Xxxxxx Agency Services I agree that the Agent shall take and maintain possession of all such statements, notices, certificates, instruments and documents in its capacity as pledgee.
Appears in 1 contract
Samples: Credit Agreement (Watson Wyatt & Co)
WITNESS. EXECUTION BY SUBSCRIBERRELEASEE: X ----------------------------------- ----------------------------------------- Signature ------- -------- ------------------------------------ ------------------------------------ Print Name: XXXXXX XXXXXXXX ------------------------- SCHEDULE E GENERAL RELEASE FROM PILEVSKY RELEASE TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT XXXXXX XXXXXXXX, an individual a residence at 00 Xxxxxxxxxx Xxxx, Xxxxxxxx, New York 11559, and his direct or indirect subsidiaries, affiliates or partners, successors, predecessors and permitted assigns collectively as RELEASOR, for good and valuable consideration, receipt of witness Signature which is hereby acknowledged, release and discharge PHILIPS INTERNATIONAL REALTY, L.P., a Delaware limited partnership, and PHILIPS INTERNATIONAL REALTY CORP., a Maryland corporation, having an office at 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name themselves and each of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address their respective direct or indirect subsidiaries or other affiliates, successors, predecessors and permitted assigns collectively as RELEASEE from all actions, causes of witness Name action, suits, debts, dues, sums of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity, which against RELEASEE, RELEASOR, ever had, now have or hereafter can, shall or may, have for, upon, or by reason of authorized signatory (PLEASE PRINT) ACCEPTED this _______ any matter, cause or thing whatsoever from the beginning of the world to the day of _________the date of this Release and relating to, arising under or in connection with that certain Redemption Agreement dated as of April __, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 2000 by and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants among RELEASOR and agreements on pages 4-12 hereofRELEASEE. This Subscription Agreement RELEASE may not be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrumentchanged orally. Delivery of an executed copy [The remainder of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")page is intentionally left blank.]
Appears in 1 contract
Samples: Redemption Agreement (Philips International Realty Corp)
WITNESS. EXECUTION BY SUBSCRIBERGRANTEE: X ----------------------------------- ----------------------------------------- Signature TOWN OF RIVERDALE PARK, a municipal corporation By: Name: Title: STATE OF MARYLAND ) ) to wit: COUNTY OF PRINCE XXXXXX’S ) I HEREBY CERTIFY, that on this day of witness Signature , 2023, before me, the subscriber, a Notary Public in and for the City of individual Washington in the District of Columbia, personally appeared , known to me (if Subscriber IS an individualor satisfactorily proven) X ----------------------------------- ----------------------------------------- Name to be the person whose name is subscribed to the within instrument, and acknowledged that he/she is the , and that he/she, as such , being authorized so to do, executed the same for the purposes therein contained, by signing his/her name, and further acknowledged the same to be the free act and deed of witness Authorized signatory . NOTARY PUBLIC My Commission Expires: CONVEYANCE OF EASEMENT RIGHTS RIVERDALE PARK STATION This CONVEYANCE OF EASEMENT RGHTS (if Subscriber this "Conveyance") is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this ___made this____ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber 2023 by and between XXXXXXX TRACT, LLC, (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance“Xxxxxxx”), the Company agrees to be bound by all representationsa Maryland limited liability company; RIVERDALE PARK STATION COMMERCIAL ASSOCIATION, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (“Commercial Association”), a Maryland corporation; XXXXXXX TRACT PARCEL C, LLC (“Parcel C”), a Maryland limited liability company; CT BUILDING 1, LLC (“Building 1”), a Maryland limited liability company; CT BUILDING 2A/B, LLC (“Building 2A/B”), a Maryland limited liability company; CT BUILDING 4, LLC (“Building 4”), a Maryland limited liability company; CT BUILDING 5, LLC (“Building 5”), a Maryland limited liability company; CT PARCEL H, LLC (“Parcel H”), a Maryland limited liability company; CT BUILDING 7, LLC (“Building 7”), a Maryland limited liability company; CT BUILDING 8, LLC (“Building 8”), a Maryland limited liability company; and CT BUILDING 9, LLC (“Building 9”), a Maryland limited liability company, (collectively the "Company"“Grantor”), and The Town of Riverdale Park, Maryland (“Grantee” or “Riverdale Park”).
Appears in 1 contract
WITNESS. EXECUTION XXX-XXXX CORPORATION By: Name: Xxxxxxx Xxxx XxxXxxxxx, Xx. Title: Chairman and Chief Executive Officer XXX-XXXX SERVICES, INC. By: Name: Xxxxxxx Xxxx XxxXxxxxx, Xx. Title: President INTIRION CORPORATION By: Name: Xxxxxxx Xxxx XxxXxxxxx, Xx. Title: President SCHEDULE TO TERM NOTE DATE AMOUNT OF LOAN TYPE OF LOAN (PRIME RATE OR LIBOR APPLICABLE PRIME RATE MARGIN OR APPLICABLE LIBOR MARGIN INTEREST RATE* INTEREST PERIOD** AMOUNT PAID NOTATION MADE BY SUBSCRIBER*/ or Prime Rate Loans, insert “Prime Rate plus Applicable Prime Rate Margin” For LIBOR Loans, insert “LIBOR Rate plus Applicable LIBOR Margin” **/ or LIBOR Loans only EXHIBIT B [FORM OF NOTICE OF BORROWING OR CONVERSION] XXX-XXXX CORPORATION XXX-XXXX SERVICES, INC. INTIRION CORPORATION Citizens National Bank, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Re: X ----------------------------------- ----------------------------------------- Signature Revolving Credit and Term Loan Agreement Dated as of witness Signature June , 2003 (the “Agreement”) Gentlemen: Pursuant to Section 2.4 of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptancethe Agreement, the Company agrees undersigned hereby confirms its request made on , 200 for a [Prime Rate] [LIBOR] Loan in the amount of $ to be bound by all representationsmade on , warranties, covenants 200 . We understand that this request is irrevocable and agreements binding on pages 4-12 hereofus and obligates us to accept the requested [Prime Rate] [LIBOR] Loan on such date. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy [The Interest Period applicable to said Loan will be deemed [one] [two] [three] [six] months.]* [Said Loan represents a conversion of the [Prime Rate] [LIBOR] Loan in the same amount made on .]** We hereby certify (a) that the aggregate outstanding principal amount of the Revolving Credit Loans on today’s date is $ , (b) that we will use the proceeds of the requested Loan in accordance with the provisions of the Agreement, (c) that the representations and warranties contained or referred to be execution in Section IV of the Agreement are true and delivery of this Subscription Agreement accurate on and as of the effective date hereinafter set forthof the Loan as though made at and as of such date (except to the extent that such representations and warranties expressly relate to an earlier date), and (d) that no Default or Event of Default has occurred and is continuing or will result from the Loan. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933XXX-XXXX CORPORATION Date: By: Name: Xxxxxxx Xxxx XxxXxxxxx, AS AMENDED (THE "1933 ACT")Xx. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTTitle: Chairman and Chief Executive Officer XXX-XXXX SERVICES, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSINC. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOBy: INDEPENDENCE ENERGY CORPName: Title: INTIRION CORPORATION By: Name: Title: * To be inserted in any request for a LIBOR Loan. (the "Company")** To be inserted in any request for a conversion.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mac-Gray Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Holder's Name ) ---------------------------------- ) Authorized Signature of witness Signature of individual ) ---------------------------------- ) Title (if Subscriber IS an individualapplicable) X ----------------------------------- ----------------------------------------- Name Signature guaranteed: The signature must be guaranteed by a Canadian chartered bank or a member of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission a recognized stock exchange or other means of electronic communication capable of producing a printed copy will be deemed entity acceptable to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthCorporation. EXHIBIT "3" TO SPECIAL NOTE CERTIFICATE FORM OF WARRANT CERTIFICATE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE SECURITY HAS NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSAND ACCORDINGLY, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLDSOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, DIRECTLY THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR INDIRECTLY(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 SECURITIES ACT, ; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH WARRANT MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE 1933 ACT AND IN EACH CASE OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. [INSERT LEGEND ONLY IN ACCORDANCE WITH APPLICABLE STATE IF REQUIRED UNDER SECTION 4.6 OF SCHEDULE "A" OF THE SPECIAL NOTE CERTIFICATE.] UNLESS PERMITTED UNDER SECURITIES LAWSLEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5, 2005. PRIVATE PLACEMENT SUBSCRIPTION WARRANTS TO PURCHASE COMMON SHARES OF APOLLO GOLD CORPORATION (Non U.S. Subscribers OnlyContinued under the laws of the Yukon Territory) TOVoid after 5:00 p.m. (Toronto time) on the ____ day of ____, 200____. WARRANT CERTIFICATE NUMBER: INDEPENDENCE ENERGY CORP. W-2004-____ NUMBER OF WARRANTS: ____ THIS CERTIFIES THAT, for value received, ____, [ADDRESS] (the "CompanyHOLDER") is entitled, at any time and from time to time up to 5:00 p.m. (Toronto time) on ____ day of ____, 200____ (the "EXPIRY TIME"), one fully paid and non-assessable Common Share for each warrant (individually, a "WARRANT") represented by this certificate (the "WARRANT CERTIFICATE") at a price of US$0.80 per share (the "EXERCISE PRICE"), upon and subject to the terms and conditions herein. The Warrants are issued pursuant to the exercise or deemed exercise of a Special Note (the "SPECIAL NOTE") issued by the Corporation to the Holder on November 4, 2004 (the "CLOSING DATE").
Appears in 1 contract
Samples: Apollo Gold Corp
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- [Name of witness Authorized signatory Joint Venture Subsidiary Borrower] By: Name Name: Title: Its duly authorized officer or agent ADMINISTRATIVE AGENT: WITNESS: BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT By: Name Name: Title: Its duly authorized officer Schedule A List of Contracts and Agreements Schedule B List of Receivables Schedule C List of Financed Receivables 61938_3 EXHIBIT I FORM OF [SECOND] AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness for [Name of Subscriber Subsidiary Borrower]) This [SECOND] AMENDED AND RESTATED ASSIGNMENT OF RECEIVABLES AND PROCEEDS (PLEASE PRINTthe "Assignment") ----------------------------------- ----------------------------------------- Name is made as of authorized signatory this July __, 1997, by and between (PLEASE PRINTa) ACCEPTED this _______ day of ___________________, a _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _______________, with its principal place of Subscriber business at __________________________________ (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number together with its successors and e-mail address By signing this acceptanceassigns, the Company agrees "Subsidiary Borrower"), and (b) BANKBOSTON, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for various banks and other financial institutions which are or may hereafter become parties (said banks and other financial institutions are hereinafter referred to be bound by all representationscollectively as the "Banks") to that certain Fourth Amended and Restated Loan Agreement, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement dated of even date herewith (as the same may be executed in any number of counterpartshereafter further amended, each of whichmodified, when so executed supplemented, extended or restated, from time to time, the "Loan Agreement") by and deliveredamong Fine Host Corporation, shall constitute an original a Delaware corporation (together with its successors and assigns, "Fine Host"), all of which together shall constitute one instrument. Delivery the Subsidiaries of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed Fine Host (including without limitation, the Subsidiary Borrower), the Administrative Agent, USTrust, as Documentation Agent for the Banks (in such capacity, the "Documentation Agent")(the Administrative Agent and the Documentation Agent are hereinafter sometimes referred to be execution and delivery of this Subscription Agreement collectively as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTAgents") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and the Banks. All capitalized terms not defined herein but defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTand if not defined in the Loan Agreement, OR ANY U.S. STATE SECURITIES LAWSthen the meanings given to such terms in the Uniform Commercial Code, ANDas in effect, UNLESS SO REGISTEREDfrom time to time, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. in The Commonwealth of Massachusetts (the "CompanyUCC").
Appears in 1 contract
Samples: Security Agreement (Fine Host Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________the due execution hereof as a document under seal, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthfirst written above, with the intent to be legally bound hereby. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT WITNESS / ATTEST: MIDDLESEX WATER COMPANY /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (THE "SUBSCRIPTION AGREEMENT"SEAL) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: Vice President, General Counsel & Secretary Senior Vice President & Treasurer (AS DEFINED HEREINInclude title only if an officer of entity signing to the right) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933WITNESS / ATTEST: PINELANDS WASTEWATER COMPANY /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary Vice President & Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: PINELANDS WATER COMPANY /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary Vice President & Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: TIDEWATER UTILITIES, AS AMENDED INC. /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (THE "1933 ACT"SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary President & Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: UTILITY SERVICE AFFILIATES (PERTH AMBOY) INC. /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary Vice President & Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: UTILITY SERVICE AFFILIATES INC. /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: TIDEWATER ENVIRONMENTAL SERVICES, INC. /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary President & Treasurer (Include title only if an officer of entity signing to the right) WITNESS / ATTEST: WHITE MXXXX ENVIRONMENTAL SYSTEMS, INC. /s/ Jxx Xxxxxx By: /s/ A. Xxxxx X’Connor (SEAL) Print Name: Jxx Xxxxxx A. Xxxxx X’Connor Title: General Counsel & Secretary President & Treasurer (Include title only if an officer of entity signing to the right). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Middlesex Water Co
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualSOUTH CAROLINA ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _________________ COUNTY ) PROBATE Before me, the undersigned notary public personally appeared the undersigned witness, who, being duly sworn, deposed and said that s/he saw Carolina Investors, Inc., a South Carolina corporation, by its authorized officer, ___________________, sign, seal and deliver the foregoing Mortgage and Security Agreement and that s/he together with the other witness witnessed the execution thereof. SWORN TO and subscribed before me this ____ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber , 2001 (residenceL.S.) Per-------------------------------------------- Notary Public for South Carolina My commission expires: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance------------- EXHIBIT A LEGAL DESCRIPTION ALL THAT CERTAIN PROPERTY SITUATED IN THE COUNTY OF GREENVILLE AND STATE OF SOUTH CAROLINA, the Company agrees to be bound by all representationsBEING DESCRIBED AS FOLLOWS: 22.41 ACRES, warrantiesBEING MORE FULLY DESCRIBED IN A DEED DATED 09/13/99 AND RECORDED 9/23/99, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (AMONG THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE LAND RECORDS OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. COUNTY AND STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLYSET FORTH ABOVE, IN THE UNITED STATES DEED VOLUME 1868, PAGE 193. BEING ALL OF THAT CERTAIN TRACT OR TO U.S. PERSONS (PARCEL OF LAND, WITH IMPROVEMENTS THEREON, CONTAINING 22.41 ACRES, MORE OR LESS, LYING IN GREENVILLE, SOUTH CAROLINA AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTSHOWN ON THAT CERTAIN SURVEY FOR HOMEGOLD FINANCIAL, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (the "Company"F/K/A EMERGENT GROUP, INC.), DATED OCTOBER 6, 1997, PREPARED BY XXXXXXXX & ASSOCIATES, AND RECORDED IN GREENVILLE COUNTY REGISTER OF DEEDS IN PLAT BOOK 36-T AT PAGE 61, AND BY A MORE RECENT SURVEY (NOT RECORDED) FOR HOMEGOLD FINANCIAL, INC. (F/K/A EMERGENT GROUP, INC.) DATED MARCH 13, 1998, AND HAVING SUCH COURSES, METES, MEASURES, AND BOUNDARIES AS APPEAR ON THE AFORESAID SURVEYS AND INCORPORATED HEREIN BY REFERENCE. Commonly known as: 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000 Tax map parcel no.: 0533.04-01-009.03 PERMITTED ENCUMBRANCES
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERCOUNTRY CLASSICS AT FRENCHTOWN, LLC X. Xxxxx Xxx Xxxxx, Manager X. Xxxx Xxx Xxxxx, Manager WITNESS: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualBOROUGH OF FRENCHTOWN Xxxxxx X. Xxxxxxxx, Municipal Clerk Xxxx Xxxxx, Mayor ACKNOWLEDGMENT STATE OF COUNTY OF ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTSS: ) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ I CERTIFY that on the day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance2020, before me, the Company agrees subscriber, personally appeared X. Xxxxx Xxx Xxxxx and X. Xxxx Xxx Xxxxx, who, being by me duly sworn on his oath, deposes and makes proof to be bound my satisfaction, that they are the Managers of Country Classics at Frenchtown, LLC, the entity named in the within Agreement; that this Agreement was signed and delivered by all representationsthe entity as its voluntary act; and that this person signed this proof to attest to the truth of these facts. Name: Notary Public STATE OF COUNTY OF ) ) SS: ) I CERTIFY that on the day of , warranties2020, covenants before me, the subscriber, personally appeared Xxxx Xxxxx, who, being by me duly sworn on his oath, deposes and agreements on pages 4-12 hereofmakes proof to my satisfaction, that he is the Mayor of THE BOROUGH OF FRENCHTOWN, the entity named in the within Agreement; that this Agreement was signed and delivered by the entity as its voluntary act; and that this person signed this proof to attest to the truth of these facts. This Subscription Agreement may be executed Name: [Acknowledgment Page to Redevelopment Agreement] Exhibit A Resolution Designating Area in any number Need of counterparts, each Redevelopment Exhibit B 2019 Redevelopment Plan Exhibit C Preliminary Plat Exhibit D Planning Board Resolution Record and Return to: Exhibit E Certificate of which, when so executed and delivered, shall constitute an original and all Completion CERTIFICATE OF COMPLETION AND COMPLIANCE Pursuant to [ ] of which together shall constitute one instrument. Delivery of an executed copy of this Subscription the Redevelopment Agreement by electronic facsimile transmission or other means and between the Borough of electronic communication capable Frenchtown (the "Borough") and Country Classics at Frenchtown, LLC (the "Redeveloper"), dated as of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement [ ] (the "Redevelopment Agreement"), the undersigned certifies, as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT hereof, that (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (all undefined terms used herein shall have the "Company")same meaning ascribed to them in the Redevelopment Agreement):
Appears in 1 contract
Samples: Redevelopment Agreement
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ___________________________________________ Signature of witness ___________________________________________ Name of witness ___________________________________________ Address of witness ___________________________________________ X _________________________________________ Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness _________________________________________ Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness ___________________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- ___________________________________________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, __________, 2023. ----------------------------------------- INDEPENDENCE ENERGY WOLVERINE RESOURCES CORP. Per: ___________________________________________ Authorized signatory ___________________________________________ Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory ___________________________________________ Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Canadian Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Resources Corp. (the "Company")) #00-00000 Xxxxxxxx Xxxx, Richmond, British Columbia, Canada V7A 1X8
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Resources Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPBIOSHAFT WATER TECHNOLOGY, INC. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Bioshaft Water Technology, Inc. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Bioshaft Water Technology, Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the seal of witness Signature the Corporation and the signatures of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of its duly authorized signatory (PLEASE PRINT) ACCEPTED this officers. Dated __________________ day ______________________ -------------------------------------------------------------------------------- CORPKIT, NEW YORK The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- __________ Custodian __________ (Cust) (Minor) under Uniform Gifts to Minors Act _____________ (State) Additional abbreviations may also be used though not in the above list. For value received _____________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) ________________________________________________________________________________ ________________________________________________________________________________ _________________________________________________________________________ Shares represented by the within Certificate, and do hereby irrevocable constitute and appoint ___________________________ Attorney to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises. Dated _______________________ In presence of ___________, ______________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THE SECURITIES EVIDENCED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE CERTIFICATE HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE . NO SUCH SECURITY NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED OR REOFFERED, SOLD, DIRECTLY ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR INDIRECTLY, OTHERWISE DISPOSED OF IN THE UNITED STATES ABSENCE OF SUCH REGISTRATION OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")REGISTRATION.
Appears in 1 contract
Samples: Peninsula Gaming Corp
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Corporation and its corporate seal. Dated: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _________. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: ADVANTICA RESTAURANT GROUP, INC. Address By:_____________________________ By:_____________________________ Name: Name: Title: Title: Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent By:_____________________________ Authorized Officer Form of Subscriber Reverse Side of Right Certificate FORM OF ASSIGNMENT (residenceTo be executed by the registered holder if such holder desires to transfer the Right Certificate.) PerFOR VALUE RECEIVED_________________ hereby sells, assigns and transfers unto ________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number , ------------------------------------ Signature Signature Guaranteed: -------------------------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Right Agreement) and e-mail address By signing this acceptance(2) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ------------------------------------ Signature - 1 - Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- FORM OF ELECTION TO PURCHASE (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed the registered holder if such holder desires to be execution and delivery of this Subscription Agreement as of exercise Rights represented by the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"Right Certificate.). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORPWOLVERINE EXPLORATION INC. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Wolverine Exploration Inc. (the "“Company")”) 0000 XxXxxx Xxxx, Xxxxxxx, British Columbia, Canada V2J 6V5
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Wolverine Exploration Inc.)
WITNESS. EXECUTION BY: PREFERRED EQUITIES CORPORATION ------------------------------ BY: /s/ [ILLEGIBLE] COUNTERSIGNED THIS 19TH DAY OF ------------------- DECEMBER, 1996 Principal BY: /s/ [ILLEGIBLE] INSURANCE COMPANY OF THE WEST --------------------- (NEVADA AGENT) /s/ DEBBXX X. XXXXXX ---------------------------------- Sedgxxxx Xxxxx xx Nevada DEBBXX X. XXXXXX XXTORNEY-IN-FACT ------------------------ 8 EXHIBIT B PAGE 2 OF 2 INSURANCE COMPANY OF THE WEST HOME OFFICE: SAN DIEGO, CALIFORNIA POWER OF ATTORNEY KNOW ALL MEN BY SUBSCRIBERTHESE PRESENTS: X ----------------------------------- ----------------------------------------- Signature That INSURANCE COMPANY OF THE WEST, a California Corporation, does hereby appoint: DEBBXX X. XXXXXX xxs true and lawful Attorney(s)-in-Fact, with full power and authority, to execute, on behalf of witness Signature the Company, fidelity and surety bonds, undertakings, and other contracts of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name suretyship of witness Authorized signatory (if Subscriber a similar nature. This Power of Attorney is NOT an individual) ----------------------------------- ----------------------------------------- Address granted and is signed and sealed by facsimile under the authority of witness Name the following Resolution adopted by the Board of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ Directors on the 22nd day of ___________November, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address 1994, which said Resolution has not been amended or rescinded and of Subscriber (residence) Perwhich the following is a true copy: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance"RESOLVED, that the Chairman of the Board, the Company agrees President, an Executive Vice President or a Senior Vice President of the Company, and each of them, is hereby authorized to be bound by all representationsexecute Powers of Attorney qualifying the attorney named in the given Power of Attorney to execute on behalf of the Company, warrantiesfidelity and surety bonds, covenants undertakings, or other contracts of suretyship of a similar nature; and agreements on pages 4-12 hereofto attach thereto the seal of the Company; provided however, that the absence of the seal shall not affect the validity of the instrument. This Subscription Agreement FURTHER RESOLVED, that the signatures of such officers and the seal of the Company, and the signatures of any witnesses, the signatures and seal of any notary, and the signatures of any officers certifying the validity of the Power of Attorney, may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement affixed by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE facsimile."SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")
Appears in 1 contract
Samples: Subdivision Improvement Agreement (Mego Financial Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this __________ day 1998. ATTEST: MEDTOX Scientific, Inc. ________________________ By _______________________________ Countersigned: American Stock Transfer & Trust Company By_______________________________ Authorized Signature Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto (Please print name and address of transferee) ___________________________________________________________________________this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________________, 1998 -------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.) To: MEDTOX Scientific, Inc. The undersigned hereby irrevocably elects to exercise _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of Subscriber such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number ____________________ ___________________________ ___________________________ ___________________________ (residencePlease print name and address) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security or other means of electronic communication capable of producing identifying number ___________________ ________________________ ________________________ ________________________ (Please print name and address) Dated: _________________, 1998 ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an eligible guarantor institution (a printed copy will be deemed bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to be execution and delivery of this Subscription Agreement as Rule 17Ad-15 of the date hereinafter set forthSecurities Exchange Act of 1934. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"as defined in the Rights Agreement). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")---------------------------------- Signature
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Holder's Name ) ) ---------------------------------- ) Authorized Signature of witness Signature of individual ) ) ---------------------------------- ) Title (if Subscriber IS an individualapplicable) X ----------------------------------- ----------------------------------------- Name Signature guaranteed: The signature must be guaranteed by a Canadian chartered bank or a member of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission a recognized stock exchange or other means of electronic communication capable of producing a printed copy will be deemed entity acceptable to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthCorporation. APPENDIX "3" TO SPECIAL WARRANT CERTIFICATE FORM OF WARRANT CERTIFICATE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE SECURITY HAS NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 SECURITIES ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSAND ACCORDINGLY, AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLDSOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, DIRECTLY THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT); (B) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR INDIRECTLY(C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A ADOPTED UNDER THE SECURITIES ACT (IF AVAILABLE); (C) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 SECURITIES ACT, ; (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT. THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH WARRANT MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER THE 1933 ACT AND IN EACH CASE OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. [INSERT LEGEND ONLY IN ACCORDANCE WITH APPLICABLE STATE IF REQUIRED UNDER SECTION 4.6 OF SCHEDULE "A" OF THE SPECIAL WARRANT CERTIFICATE.] UNLESS PERMITTED UNDER SECURITIES LAWSLEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 5, 2005. PRIVATE PLACEMENT SUBSCRIPTION WARRANTS TO PURCHASE COMMON SHARES OF APOLLO GOLD CORPORATION (Non U.S. Subscribers OnlyContinued under the laws of the Yukon Territory) TOVoid after 5:00 p.m. (Toronto time) on the ____ day of ____, 200____. WARRANT CERTIFICATE NUMBER: INDEPENDENCE ENERGY CORP. W-2004-____ NUMBER OF WARRANTS: ____ THIS CERTIFIES THAT, for value received, ____, [ADDRESS] (the "CompanyHOLDER") is entitled, at any time and from time to time up to 5:00 p.m. (Toronto time) on ____ day of ____, 200____ (the "EXPIRY TIME"), one fully paid and non-assessable Common Share for each warrant (individually, a "WARRANT") represented by this certificate (the "WARRANT CERTIFICATE") at a price of US$0.80 per share (the "EXERCISE PRICE"), upon and subject to the terms and conditions herein. The Warrants are issued pursuant to the exercise or deemed exercise of a Special Warrant (the "SPECIAL WARRANT") issued by the Corporation to the Holder on November 4, 2004 (the "CLOSING DATE").
Appears in 1 contract
Samples: Apollo Gold Corp
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Corporation and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP[SEAL] ATTEST: CALYPTE BIOMEDICAL CORPORATION By By ----------------------------- ------------------------------- Name Name --------------------------- ----------------------------- Title Title -------------------------- ---------------------------- Countersigned: CHASEMELLON SHAREHOLDER SERVICES, L.L.C. By ----------------------------- Name --------------------------- Title -------------------------- Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED _______________________________________________________ hereby sells, assigns and transfers unto ______________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _______________ Attorney-in-Fact, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Address Dated:__________, _____ __________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of Subscriber 1934, as amended (residencethis term means, in general, banks, stock brokers, savings and loan associations, and credit unions, in each case with membership in an approved signature guarantee medallion program). The undersigned hereby certifies that (1) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and e-mail address By signing this acceptance(3) after due inquiry and to the best knowledge of the undersigned, the Company agrees to be bound undersigned did not acquire the Rights evidenced by all representations, warranties, covenants and agreements on pages 4-12 hereofthis Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). This Subscription Agreement may ____________________________________ Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise Rights represented by the Right Certificate) To the Rights Agent: The undersigned hereby irrevocably elects to exercise ______________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock, shares of Common Stock or other securities issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock, shares of Common Stock or other securities be issued in any the name of: Please insert social security number or other identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security number or other means identifying number __________________________________________________ ______________________________________________________________________________ (Please print name and address) Dated: __________, _____ ________________________________________ Signature Signature Guaranteed: ______________________________ Signatures must be guaranteed by an "Eligible Guarantor Institution" as defined in Rule 17Ad-15 (or any successor rule or regulation) promulgated pursuant to the Securities Exchange Act of electronic communication capable of producing a printed copy will be deemed to be execution 1934, as amended (this term means, in general, banks, stock brokers, savings and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933loan associations, AS AMENDED (THE "1933 ACT"and credit unions, in each case with membership in an approved signature guarantee medallion program). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual EXECUTIVE /s/ Xxxxxxxx Xxxxx /s/ Xxxx X. Xxxxxxxxxx ------------------ ---------------------- Xxxx X. Xxxxxxxxxx EXHIBIT A COLONY RIH HOLDINGS, INC. 2001 OMNIBUS STOCK INCENTIVE PLAN XXXX X. XXXXXXXXXX STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________"Agreement"), _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT first day of October, 2001 (THE the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTEffective Date"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWSby and between COLONY RIH HOLDINGS, ANDINC., UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "Company"), and XXXX X. XXXXXXXXXX (the "Optionee") in his capacity as the Senior Vice President - Slot Operations of the Resorts International Hotel, Inc., a New Jersey corporation and a Subsidiary of the Company ("Resorts"). Pursuant to the Colony RIH Holdings, Inc. 2001 Omnibus Stock Incentive Plan (the "Plan"), the Board of Directors of the Company (the "Board"), as the Administrator of the Plan, has determined that the Optionee is to be granted an option (the "Option") to purchase shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), each on the terms and conditions set forth herein, and hereby grants such Option. Such grants shall be deemed to satisfy in full the obligations under Paragraph 4(b) of that certain Employment Agreement between the Optionee and Resorts, as hereinafter amended (the "Employment Agreement"). Such grants shall also be conditioned on the Optionee agreeing to be bound by the Stockholders Agreement (as defined below) with respect to the Common Stock, and shall evidence such agreement by executing a joinder agreement substantially in the form of Exhibit A attached hereto. All capitalized terms not defined herein shall have their respective meanings set forth in the Plan.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERmy hand and official seal in the State and County last aforesaid this ____ day of ______________, 2000. _________________________________ Notary Public State of_________________________ My Commission expires: X ----------------------------------- ----------------------------------------- Signature __________ N-3 STATE OF __________ ) ) SS: COUNTY OF__________ ) I HEREBY CERTIFY that on this day before me, an officer duly authorized in the state and county named above to take acknowledgments, personally appeared ______________ as Assistant Secretary of witness Signature , a corporation, to me known to be the person who signed the foregoing instrument as such officer and he acknowledged that the execution thereof was his free act and deed as such officer for the use and purposes therein expressed and that the instrument is the act and deed of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED said corporation. WITNESS my hand and official seal this _______ day of _____________, 2000 in the county and state first above written. ___________________________________ Notary Public State of___________________________ My Commission expires:_____________ N-4 EXHIBIT O --------- Form of First Offer Notice -------------------------- [LANDLORD LETTERHEAD] [Date] CERTIFIED MAIL, RETURN RECEIPT REQUESTED ---------------------------------------- [The Northern Trust Company 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Vice President, Corporate Real Estate] Re: Lease dated ____________, 2000, by and between LaSalle Bank National Association, as successor trustee to American National Bank and Trust Company of Chicago, not individually, but solely and only as Trustee under Trust Agreement dated April 5, 1990, and known as Trust Number 1105513-07, as Landlord, and The Northern Trust Company, an Illinois banking corporation, as Tenant. ----------------------------------------- INDEPENDENCE ENERGY CORPPursuant to Section 51 of the Lease, Landlord hereby notifies you that the First Offer Space described below is Available for Lease at the rent and on the commencement date set forth below. Address Location: Floor Plan: ____ attached ____ not attached Rentable Area: First Offer Space Commencement Date (possession date): Date for commencement of Subscriber rent, if other than First Offer Space Commencement Date: Market Rental Rate: Term of lease of First Offer Space to expire _________, because a right or option to lease such space granted in another Building Lease described in Section 51C (residenceii) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing or (iii). Capitalized terms used in this acceptance, letter have the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereofmeaning set forth in the Lease. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy Please respond within twenty (20) business days after receipt of this Subscription Agreement by electronic facsimile transmission notice if you elect to lease the First Offer Space. Very truly yours, [Landlord, or other means of electronic communication capable of producing a printed copy will be deemed its agent] ______ Tenant hereby elects to be execution and delivery lease the First Offer Space described above on the terms of this Subscription Agreement First Offer Space Notice. ______ Tenant waives its right to lease First Offer Space described above on the terms of this First Offer Space Notice, subject to reinstatement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"provided in Section 51(D)(iv). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO[Name of Tenant] By: INDEPENDENCE ENERGY CORP. (the "Company")_________________________ Name:____________________ Title:___________________ Date: _________________________
Appears in 1 contract
Samples: Exhibit Number (Northern Trust Corp)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Name of witness Address of witness X Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, __20___. ----------------------------------------- INDEPENDENCE ENERGY CORP. Kenongwo Group US, Inc. Per: Authorized signatory Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Kenongwo Group US, Inc. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Kenongwo Group US, Inc.)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Date: X ----------------------------------- ----------------------------------------- Signature ----------- ATTEST: PREMIERE TECHNOLOGIES, INC. By: --------------------------- --------------------------- Secretary Countersigned: SunTrust Bank, Atlanta, as Rights Agent By: ------------------------ Authorized Officer -2- [Form of witness Signature Reverse Side of individual Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if Subscriber IS an individualsuch holder desires to transfer this Rights Certificate.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of FOR VALUE RECEIVED ___________, ______ hereby sells, assigns and transfers unto ______________________________________________________________________________ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the within Rights Certificate on the books of the within- named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ---------------- ----. Address Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the face of Subscriber this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (residencea bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and e-mail address By signing shares of Common Stock, that the Rights evidenced by this acceptanceRights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company agrees will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be bound an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by all representations, warranties, covenants such Rights Certificate to be void and agreements on pages 4-12 hereofnot transferable or exercisable. This Subscription Agreement may [To be attached to each Rights Certificate] FORM OF ELECTION TO EXERCISE ---------------------------- (To be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed if holder desires to be execution and delivery of this Subscription Agreement as of exercise the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers OnlyRights Certificate.) TO: INDEPENDENCE ENERGY CORPPREMIERE TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise _________________ whole Rights represented by the attached Rights Certificate to purchase the shares of Series C Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: ---------------------------------- Address: -------------------------- Social Security or other Taxpayer Identification Number: ------------ Dated: , ------------- ----- Signature Guaranteed: -------------------------------------- Signature (Signature must correspond to name as written upon the "Company"face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------- Signature ------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B --------- ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PREMIERE TECHNOLOGIES, INC.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Premiere Technologies Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualSTATE OF PENNSYLVANIA ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual)ss. COUNTY OF ) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED BE IT REMEMBERED, that I hereby certify that on this _______ day of ____________ , 2002, before me, the undersigned authority, personally appeared Thomas P. Bowie, who I am satisfied is the person mentioned in thx xxxxxx xxxxxxment, and he acknowledged that he signed, sealed and delivered the same as his voluntary act and deed. --------------------------------- Notary Public of Pennsylvania NOTARIALSEAL My Commission Expires ______________ STATE OF PENNSYLVANIA ) )ss. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residenceCOUNTY OF ) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing BE IT REMEMBERED, that on this acceptance_____ day of__________, 2002, before me, the Company agrees subscriber, a Notary Public of the State of Pennsylvania, personally appeared Joseph F. Morris, to be bound me known, who, being by all representationsme duly sworn upon hxx xxxx xxxxxxxxg to law, warrantiesdid depose and say that he is Sr. Vice President and CFO of Penn-America Insurance Company, covenants the Lender in the within Pledge Agreement, and agreements that in his capacity aforesaid he executed the within Pledge Agreement on pages 4-12 hereofbehalf of the said corporation; he did duly acknowledge to me that he signed, sealed and delivered the same as his voluntary act and deed and as such officer of the said corporation; that the within instrument is the voluntary act and deed of the said corporation, by virtue of authority granted by its Board of Directors; that this person knows the proper seal of the corporation which was affixed to this Pledge Agreement. ---------------------------------------- Notary Public of Pennsylvania NOTARIALSEAL My Commission Expires ______________ Addendum A This Subscription Agreement may be executed in any number Addendum forms a part of counterparts, each of which, when so executed the Amended and delivered, shall constitute an original Restated Promissory Note and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Security Agreement by electronic facsimile transmission or other means and between Thomas P. Bowie ("Borrower") and Penn-America Insurance Company ("Xxxxxx") xxxxxtive March 21, 2001 ("the Note"). The common stock acquired by Borrower, which gives rise to the Note in the amount of electronic communication capable $19,083.75 [which is the principal amount of producing the loan ($19,000.00), plus brokerage commissions (.04 cents per share = $80.00) and service charge ($3.75)] is the result of the acquisition by Borrower on March 21, 2001 of 2,000 shares of PNG common stock at a printed copy will price of $9.50 per share. Addendum B For purposes of the within Agreement, "change in control" shall be deemed to be execution and delivery of this Subscription Agreement as have occurred upon the earliest to occur of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")following events:
Appears in 1 contract
Samples: Promissory Note and Security Agreement (Penn America Group Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day the Company and its corporate seal. Dated as of ___________, _____________________-. ----------------------------------------- INDEPENDENCE ENERGY CORPATTEST: LIGHTSPAN, INC. Address of Subscriber (residence) Per------------------------------------- ----------------------------------- MICHAEL A. SICURO JOHN T. KERNAN CHIEF FINAXXXXX XXXXXXX, XXCRETARY AND CHIEF EXECXXXXX XXXXXXX TREASURER COUNTERSIGNED: COMPUTERSHARE INVESTOR SERVICES, LLC as Rights Agent By: ----------------------------------- ----------------------------------------- Authorized signatory Telephone [AUTHORIZED SIGNATURE] FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE RIGHT CERTIFICATE.) FOR VALUE RECEIVED ______________________________________ hereby sells, assigns and transfers unto -------------------------------------------------------------------------------- (Please print name and address of transferee) _____________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________________ ------------------------------------ Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ------------------------------------------ Signature FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY THE RIGHT CERTIFICATE.) To COMPUTERSHARE INVESTOR SERVICES LLC: The undersigned hereby irrevocably elects to exercise __________________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ______________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and e-mail address By signing delivered to: Please insert social security 5 or other identifying number: ______________ -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: _________________ --------------------------------------- Signature SIGNATURE GUARANTEED: Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. --------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this acceptanceRight Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ---------------------------------------- Signature --------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. LIGHTSPAN, warrantiesINC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES (EXHIBIT C TO RIGHTS PLAN) On February 14, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number 2002, the Board of counterpartsDirectors of LIGHTSPAN, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPINC. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.001 per share (the "Common Shares"), of the Company. The dividend is effective as of March 8, 2002 (the "Record Date") with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company at a price of $10.00 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of February 14, 2002 (the "Rights Agreement"), between the Company and Computershare Investor Services, LLC (the "Rights Agent"). DETACHMENT AND TRANSFER OF RIGHTS Initially, the Rights will be evidenced by the stock certificates representing Common Shares then outstanding, and no separate Right Certificates will be distributed. Until the earlier to occur of (i) a public announcement that a person or group of affiliated or associated persons, has become an "Acquiring Person" (as such term is defined in the Rights Agreement) or (ii) 10 business days (or such later date as the Board may determine) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer which would result in the beneficial ownership by an Acquiring Person of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate. In general, an "Acquiring Person" is a person, the affiliates or associates of such person, or a group, which has acquired beneficial ownership of 15% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights) the surrender or transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. EXERCISABILITY OF RIGHTS The Rights are not exercisable until the Distribution Date. The Rights will expire on February 13, 2012 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case as described below. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. TERMS OF PREFERRED SHARES Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $l.00 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. The Preferred Shares would rank junior to any other series of the Company's preferred stock.
Appears in 1 contract
Samples: Rights Agreement (Lightspan Inc)
WITNESS. EXECUTION BY SUBSCRIBERLANDLORD: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual8 SYLVAN WAY, L.L.C. By: Hampshire Partners Fund VI, L.P., its sole member By: Hampshire Partners LLC, its General Partner By: Name: Title: WITNESS: TENANT: THE MEDICINES COMPANY By: Name: Title: 00 XXXXX XX XXX XXXXXX ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTss.: COUNTY OF ) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED On this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address 2007, before me, a person authorized to take acknowledgments in the State of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number New Jersey, personally came , to me known, who being by me duly sworn, did depose and e-mail address By signing this acceptancesay that he is the of 0 Xxxxxx Xxx, L.L.C., the Company agrees company described in and which executed the foregoing instrument, as Landlord, and that in such capacity he is authorized to be bound sign this instrument on behalf of said company. STATE OF NEW JERSEY ) ) ss.: COUNTY OF ) On this day of , 2007, before me, a person authorized to take acknowledgments in the State of New Jersey, personally came , to me known, who being by all representationsme duly sworn, warrantiesdid depose and say that he is the of The Medicines Company, covenants the company described in and agreements which executed the foregoing instrument, as Tenant, and that in such capacity he is authorized to sign this instrument on pages 4behalf of said company. Record and return to: Xxxxxxx Xxxxxxx, Esq. Xxxxxxx P.C. Xxx Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxxxx 00000 Exhibit A LEGAL DESCRIPTION OF THE LAND (attached) SCHEDULE F RE-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (USED ITEMS PLEASE NOTE: THE LIST BELOW REPRESENTS AN ITEMIZED SUMMARY OF THE "SUBSCRIPTION AGREEMENT") RELATES MAJOR" ITEMS TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER BE RE-USED. PLEASE REFERENCE THE UNITED STATES SECURITIES ACT OF 1933PROJECT DRAWINGS BY HLW INTERNATIONAL LLP AND XXX XXXXX AND XXXXXXXXXX ENGINEERING ASSOCIATES, AS AMENDED (THE "1933 ACT"). NONE LAST REVISED 2/16/07 FOR A COMPLETE DESCRIPTION OF THE SECURITIES ITEMS TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS RE-USED. GENERAL • EXISTING FREIGHT ELEVATOR AT EAST SIDE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")BUILDING HVAC •
Appears in 1 contract
Samples: Lease Agreement (Medicines Co /De)
WITNESS. EXECUTION BY SUBSCRIBERthe due execution of this Stock Purchase Warrant as of the date first written above with the intent to be legally bound. NEW ENGLAND AUDIO CO., INC. By: X ----------------------------------- ----------------------------------------- Signature ------------------------------- Title: ---------------------------- ANNEX A to Warrant [SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF THE WARRANT] The undersigned registered holder of witness Signature of individual the within Warrant hereby (if Subscriber IS an individual1) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this subscribes for _____________ day shares which the undersigned is entitled to purchase under the terms of the within Warrant, (2) makes the full cash payment therefor called for by the within Warrant, and (3) directs that the shares issuable upon exercise of said Warrant be issued as follows: ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX B to Warrant [TO BE EXECUTED TO EFFECT A TRANSFER OF THE WARRANT] FOR VALUE RECEIVED _______________________________ hereby sells, assigns, and transfers unto ___________________________________________________, the right to purchase ____________________ shares evidenced by the within Warrant, and does hereby irrevocably constitute and appoint ___________________ to transfer such right on the books of Company, with full power of substitution. ----------------------------------- (Name) Signature: ------------------------ Dated: ---------------------------- ANNEX C to Warrant [TO BE EXECUTED TO EFFECT AN EXCHANGE OF THE WARRANT] The undersigned registered holder of the within Warrant hereby directs the Company to exchange said Warrant for like warrants in the following denominations: _______________________. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber ----------------------------------- (residenceName) PerSignature: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. ------------------------ Dated: ---------------------------- JOINDER TO WARRANT PURCHASE AGREEMENT This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement Joinder is made as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT May 31, 1997 by EXETER EQUITY PARTNERS, L.P. (THE "SUBSCRIPTION AGREEMENTExeter Equity") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933in favor of the parties to that certain Warrant Purchase Agreement dated as of May 30, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT1997 among New England Audio Co., OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Inc. (the "Company") and the Initial Holders under and as defined therein (the "Warrant Purchase Agreement"). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Warrant Purchase Agreement.
Appears in 1 contract
Samples: Warrant Purchase Agreement (Tweeter Home Entertainment Group Inc)
WITNESS. EXECUTION BY SUBSCRIBERName: X ----------------------------------- ----------------------------------------- Signature Address: SECOND START-UP LOAN PROVIDER EXECUTED as a DEED by ) CITIBANK N.A., LONDON BRANCH ) ) acting by its attorney ) in the presence of: ) Witness: Name: Address: ONE NEW CHANGE LONDON EC4M 9QQ...................................................... XXXXX XTART-UP LOAN PROVIDER THE COMMON SEAL of witness Signature ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FOURTH START-UP LOAN PROVIDER THE COMMON SEAL of individual ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FIFTH START-UP LOAN PROVIDER THE COMMON SEAL of ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory SIXTH START-UP LOAN PROVIDER THE COMMON SEAL of ) ABBEY NATIONAL PLC ) was affixed in the presence of: ) Authorised Signatory Authorised Signatory FUNDING LIQUIDITY FACILITY PROVIDER EXECUTED as a DEED by ) THE ROYAL BANK OF ) SCOTLAND PLC ) acting by its attorney in ) the presence of: ) Witness: Name: Address: SECURITY TRUSTEE EXECUTED as a DEED by ) JPMORGAN CHASE ) BANK, LONDON BRANCH ) ) acting by its attorney ) in the presence of ) Witness: Name: Address: AMENDED AND RESTATED FUNDING PRIORITY OF PAYMENTS PART I FUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS On each Intercompany Loan Determination Date, Funding or the Cash Manager in its place will determine the Funding Available Revenue Receipts available to pay the amount set out below on the immediately succeeding Interest Payment Date. Funding Available Revenue Receipts will be applied on each Interest Payment Date (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name or, in the case of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceamounts due by Funding or the First Issuer, the Company agrees Second Issuer, the Third Issuer, the Fourth Issuer, the Fifth Issuer or the Sixth Issuer as the case may be, to be bound by all representationsthird parties or to the First Issuer Account Bank, warrantiesthe Second Issuer Account Bank, covenants and agreements the Third Issuer Account Bank, the Fourth Issuer Account Bank, the Fifth Issuer Account Bank or the Sixth Issuer Account Bank pursuant to item (a) below or to the Account Bank pursuant to item (c) below, on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, the date when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as due) until enforcement of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Funding Security or until such time as there are no amounts outstanding under any Intercompany Loan Agreements, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. in making such payments and provisions in the following order of priority (the "CompanyFUNDING PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS")) (in each case only if and to the extent that payments or provisions of a higher priority have been made in full):
Appears in 1 contract
Samples: Holmes Financing No 6 PLC
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- __________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- __________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, ______. ----------------------------------------- INDEPENDENCE ENERGY CORP. Brockton Capital Corp. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 4 – 13 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. TRUST FUNDS (USD) INSTRUCTIONS FOR WIRING FUNDS TO BROCKTON CAPITAL CORP. • [insert wire instructions] NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS FROM THE CLOSING DATE. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY BROCKTON CAPITAL CORP. (the "“Company")”) Suite 604 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6C 2T7
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Megawest Energy Corp.)
WITNESS. EXECUTION my hand and official seal the day and year in this certificate first above written. Signature /s/ Terexx X. Xxxx ------------------------------------------- Printed Name Terexx X. Xxxx ---------------------------------------- Notary public in and for the State of Washington residing at Snohomish County ----------------------------------------- My appointment expires 10/9/99 ------------------------------ BION DIAGNOSTICS BUILDING SUBLEASE BETWEEN BION DIAGNOSTIC SCIENCES, INC. (TENANT) AND EPOCH PHARMACEUTICALS, INC. (SUBTENANT) CONSENT BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceLESSOR The undersigned, the Company agrees Prime Landlord, joins in the execution of this Sublease solely to evidence its consent to the subletting of the Premises described herein, as such consent is required pursuant to the Prime Lease. However, by this consent Prime Landlord does not approve or disapprove this Sublease, and neither the execution of this Sublease nor anything done pursuant to the provisions thereof shall be bound by all representationsdeemed or construed to modify the Prime Lease. It is understood that Bion Diagnostic Sciences, warranties, covenants and agreements on pages 4-12 hereofInc. remains liable for its obligations under the Lease. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, consent shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will not be deemed to be execution and delivery of this Subscription Agreement as increase the obligations or liabilities of the date hereinafter set forthPrime Landlord, or to reduce the Prime Landlord's rights and remedies under the Prime Lease. This consent shall not be deemed a consent to any other or further subletting. LANDLORD: Zetron, Inc. a Washington Corporation By: /s/ Danixx X. Xxxxxxxxx ---------------------------- Its Vice President ---------------------------- LANDLORD ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES IS TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933CERTIFY that on this 30th day of September, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT1998, OR ANY U.S. STATE SECURITIES LAWSbefore me, ANDthe undersigned, UNLESS SO REGISTEREDa notary public in and for the state of Washington, NONE MAY BE OFFERED OR SOLDduly commissioned and sworn, DIRECTLY OR INDIRECTLYpersonally appeared Danixx X. Xxxxxxxxx xx me known to be the V.P. of Zetron, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACTInc, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTa corporation, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMto be known to be the Washington Corporation that executed the within and foregoing instrument, OR IN A TRANSACTION NOT SUBJECT TOand acknowledged the said instrument to be the free and voluntary act and deed of said corporation and partnerships for the uses and purposes therein mentioned, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")and on oath stated that said individual was authorized to execute said instrument.
Appears in 1 contract
Samples: Sublease (Epoch Pharmaceuticals Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature the facsimile signature of witness Signature the proper officers of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name the Company and its corporate seal. Dated as of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _________ day __, 2000. CATHAY BANCORP, INC. By: -------------------------------------- [Title] ATTEST: ------------------------------------ [Title] Countersigned: AMERICAN STOCK TRANSFER AND TRUST COMPANY, as Rights Agent By ---------------------------------- [Title] Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) FOR VALUE RECEIVED ___________, _______________ hereby sells, assigns and transfers unto ____________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: ____________________________ ------------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program. Address -------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature Form of Subscriber Reverse Side of Right Certificate - continued FORM OF ELECTION TO PURCHASE (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may To be executed if holder desires to exercise Rights represented by the Rights Certificate) To CATHAY BANCORP, INC.: The undersigned hereby irrevocably elects to exercise ________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in any the name of: -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of counterpartsRights shall not be all the Rights evidenced by this Right Certificate, each a new Right Certificate for the balance remaining of which, when so executed such Rights shall be registered in the name of and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission delivered to: Please insert social security or other means of electronic communication capable of producing identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated:________________________ ------------------------------------ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933bank, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTtrust company, OR ANY U.S. STATE SECURITIES LAWSbroker, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")dealer or other eligible institution participating in a recognized signature guarantee medallion program.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Print Name of witness Authorized signatory (if Subscriber is NOT an individualWitness ----------------------------- Witness Signature ACKNOWLEDGMENTS STATE OF ) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTSS. COUNTY OF ) ACCEPTED This foregoing instrument was acknowledged before me this _______ day of ___________, _____----- ----------- 199 by , of of - --------------------------- ------------------ ----------------- , a(n) . ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ----------- ----------------------- -------------------------------- Notary Public My Commission Expires: ------------------------ Notary's name printed: -------------------------------- Schedule 1 Legal Description Schedule 2 Permitted Exceptions EXHIBIT H SPECIAL WARRANTY BILL OF SALE , a(n) ("Seller"), in consideration of Subscriber the sum of Ten and No/100 Dollars (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number $10.00), in hand paid, and e-mail address By signing this acceptanceother good and valuable consideration, the Company agrees to be bound by all representationsreceipt, warranties, covenants adequacy and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all sufficiency of which together shall constitute one instrumentis hereby acknowledged does hereby sell, assign, transfer, and set over to , a ("Grantee"), the personal property described on Schedule 1 attached hereto ("Personal Property"), presently located on the real estate commonly known as , City of , State of and legally described on Schedule 2 attached hereto (the "Real Estate"). Delivery Seller does hereby covenant with Grantee that at the time of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement Special Warranty Bill of Sale, the Personal Propexxx is free from all encumbrances made by the Seller, and that the Seller will warrant and defend the same against the lawful claims and demands of all persons claiming by, or through or under the Seller, but against none other. Date: , 1997 SELLER: BALCOR/COLONIAL STORAGE INCOME FUND - 85, an Illinois limited partnership By: Balcor Storage Partners - 85, an Illinois partnership, a General Partner By: The Balcor Company, a Delaware corporation, its General Partner By: ------------------------------------- Name: ------------------------------------- Its: ------------------------------------- By: Colonial Storage 85, Inc., a Texas corporation, a General Partner By: -------------------------------------- Name: -------------------------------------- Its: -------------------------------------- STATE OF ) ) SS COUNTY OF ) I, , a notary public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT personally known to me to be the of , and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me and acknowledged that as such of said , as h free and voluntary act, and as the date hereinafter free and voluntary act and deed of said corporation and partnership, for the uses and purposes therein set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933GIVEN under my hand and notarial seal this day of , AS AMENDED (THE "1933 ACT")199 . NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO--- ------------- - ------------------------------ Notary Public My Commission Expires: INDEPENDENCE ENERGY CORP. (the "Company")[SEAL] ------------------------------ Schedule 1 PERSONAL PROPERTY Schedule 2 LEGAL DESCRIPTION
Appears in 1 contract
Samples: Agreement of Sale (Balcor Colonial Storage Income Fund 85)
WITNESS. EXECUTION BY SUBSCRIBERthe facsimile signature of the proper officers of the Company and its corporate seal. Dated as of -----------------. ATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of PROVIDIAN FINANCIAL CORPORATION By___________, _______________ By____________________________ Countersigned: FIRST CHICAGO TRUST COMPANY OF NEW YORK By ______________________________________ Authorized Signature Exhibit B Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ____________________________________ hereby sells, assigns and transfers unto ____________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint____________________________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. ----------------------------------------- INDEPENDENCE ENERGY CORPDated: , ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Address The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature Form of Subscriber Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (residenceTo be executed if holder desires to exercise Rights represented by the Right Certificate.) PerTo: Providian Financial Corporation: The undersigned hereby irrevocably elects to exercise ____________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other taxpayer identification number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other taxpayer identification number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated:___________________________ ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. Form of Reverse Side of Right Certificate - continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this acceptanceRight Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company agrees and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be bound by all representationsan Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On March 27, warranties1997, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number the Board of counterparts, each Directors of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. Providian Financial Corporation (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $.01 per share (the "Common Shares"), of the Company. The dividend is payable to stockholders of record at the close of business on the day prior to the date of the spinoff of the Company from its corporate parent, Providian Corporation (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Shares"), of the Company at a price of $150 per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on June 30, 2007 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-hundredths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-hundredth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-hundredth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 10 dated April 17, 1997. A copy of the Rights Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, which is hereby incorporated herein by reference.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERs/ Xxxx Xxxxxxxxx HCP SPRINGTREE, LLC, HCP OCOEE, LLC, HCP PORT ORANGE, LLC, HCP XXXXXXX LAKE, LLC, HCP ST. AUGUSTINE, LLC, HCP CARROLLWOOD, LLC, HCP OVIEDO, LLC, HCP WEKIWA SPRINGS, LLC, HCP OAK PARK, LLC, HCP CY-FAIR, LLC, HCP FRIENDSWOOD, LLC, HCP IRVING, LLC and HCP EMFIN PROPERTIES, LLC, each a Delaware limited liability company Witness: X ----------------------------------- ----------------------------------------- Signature /s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President CONSENT, REAFFIRMATION AND AGREEMENT OF GUARANTOR Guarantor hereby (i) reaffirms all of witness Signature of individual its obligations under the Guaranty, (if Subscriber IS an individualii) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory consents to the foregoing Amendment and (if Subscriber is NOT an individualiii) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, agrees that its obligations under the Company agrees Guaranty shall extend to be bound by all representations, warrantiesLessee’s duties, covenants and agreements on pages 4-12 hereofobligations pursuant to the Lease, as hereby amended. This Subscription Signed, sealed and delivered in the BROOKDALE SENIOR LIVING INC., presence of: a Delaware corporation /s/ Xxxxx X. Xxxxxxx Name: By: /s/ H. Xxxx Xxxxxxxx Name: H. Xxxx Xxxxxxxx /s/ Xxxx Xxxx Jiang Title: Executive Vice President - Name: Corporate Development Guarantors’ Signature Page to Second Amendment to Amended and Restated Master Lease and Security Agreement may be executed in any number of counterpartsAMENDED EXHIBIT A-1.1 Initial Allocated Minimum Rent – Pool 1 Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 Excess Allocation Full Year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit Palm Springs, each of whichEmeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Santa Xxxx, when so executed and deliveredEmeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxx Xxxxx, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Green Mountain, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Newnan, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Courtyard Gardens, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lake Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lake Springs Cottages, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Oak Tree Village, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Willow Ridge, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Marlton Crossing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Sandia Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Magnolia Gardens [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Heritage Place [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lakeside [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lakeside Cottages [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Springfield - The Briarwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Springfield- The Woodside, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Park Place, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxx View, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lexington Gardens [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Legacy Crossing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Clearlake, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Holiday Lane Estates, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Moses Lake [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Quail Hollow [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Absaroka, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Montclair Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Meadowlark, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] San Dimas, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Highline, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Woodstock, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Sweetwater, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Flint River, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Mountain View, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lassen House, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Westminster, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Spring Tree [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Ocoee, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Friendswood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Xxxxxxx Lake, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Oak Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 1 (45 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this Subscription Agreement exhibit that have been marked by electronic facsimile transmission or other means of electronic communication capable of producing [***] have been omitted pursuant to a printed copy will be deemed to be execution request for confidential treatment filed separately with the Securities and delivery Exchange Commission. AMENDED EXHIBIT A-2.1 Initial Allocated Minimum Rent – Pool 2 HCP # Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 Excess Allocation Full year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit 0000 Xxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1233 Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2144 Mountain Laurel, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1162 Orland Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2135 Paducah, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2129 Heartland Park, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2126 Xxxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2110 Plaza, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2171 Sellwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000_ Xxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2093 Spring Arbor, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2117 Maplewood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2061 Xxxxxx'x Landing, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2127 Brentmoor, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2119 Oaks, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1160 Tulsa, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2152 Hillside [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0849 Carrollwood, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0820 Irving, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0859 Oviedo, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0732 Port Orange, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xx. Xxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0245 Xxxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 2 (46 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this Subscription Agreement as exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. AMENDED EXHIBIT A-3.1 Initial Allocated Minimum Rent – Pool 3 HCP # Facility Name July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 PO Property Excess Allocation Full Year 2014 2016 Allocated Special Rent Credit Subsequent Special Rent Credit 0000 Xxxxxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1561 Xxxxx Creek, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0224 Northdale, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2084 Manor House, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2050 Cougar Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2133 Oswego Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2140 Century Fields, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1172 Greenville, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Inn at Hilton Head, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2112 Palm Village, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2162 Carriage Inn, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2062 Stonebridge [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxx Inn at Greenville [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2132 Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2116 Willows at Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxxxx, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2077 Monroe House [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1173 Bellevue, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2114 Englewood Heights [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxx Xxxxxxx [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxx Xxxxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 1386 Marietta, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxx Xxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0217 Cy-Fair, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxx Xxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0734 Hillsborough, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0000 Xxx Xxxxx, Xxxxxxxx at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 0861 Wekiwa Springs, Emeritus at [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Lease Pool 3 (45 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2125 Heritage, Emeritus at The [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Purchase Option Properties (1 Property) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total Lease Pool 3 (46 Properties) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Portions of this exhibit have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Securities and Exchange Commission.
Appears in 1 contract
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual ------------------------------------- Name (if Subscriber IS an individualtyped or printed) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this ____EXHIBIT A LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Identifying Number or Title Date Brief Description ----- ---- --------------------- ___ day No inventions or improvements ___ Additional Sheets Attached Signature of Employee: ------------------------------ Print Name of Employee: ----------------------------- Date: ----------------------------------------------- EXHIBIT B LIMELIGHT NETWORKS, INC. TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Limelight Networks, Inc., its subsidiaries, affiliates, successors or assigns (together, the "COMPANY"). I further certify that I have complied with all the terms of the Company's At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the At Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, I will preserve as confidential all Company Confidential Information and Associated Third Party Confidential Information including trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I also agree that for twelve (12) months from this date, I will not either directly or indirectly solicit, induce, recruit or encourage any of the Company's employees to leave their employment, or to enter into an employment, consulting, contractor, or other relationship with any other person, firm, business entity, or organization (including with myself). After leaving the Company's employment, I will be employed by ___________, __________ in the position of: ___________________________. ----------------------------------------- INDEPENDENCE ENERGY CORP---------------------------------------- Signature of employee ---------------------------------------- Print name ---------------------------------------- Date Address for Notifications: ---------------------------------------- EXHIBIT C LIMELIGHT NETWORKS, INC. Address CONFLICT OF INTEREST GUIDELINES It is the policy of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number Limelight Networks, Inc. to conduct its affairs in strict compliance with the letter and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as spirit of the date hereinafter set forthlaw and to adhere to the highest principles of business ethics. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933Accordingly, AS AMENDED (THE "1933 ACT")all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSThe following are potentially compromising situations which must be avoided. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (Any exceptions must be reported to the "Company")President and written approval for continuation must be obtained.
Appears in 1 contract
Samples: Limelight Networks, Inc.
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President Printed Name: ------------------------- Printed Name: ------------------------- STATE OF OKLAHOMA ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this COUNTY OF ____________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared _____________________, _________________ of BANK OF OKLAHOMA, NATIONAL ASSOCIATION (as Agent), to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceIn witness whereof, the Company agrees said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of Oklahoma ----------------------- STATE OF OKLAHOMA ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared______________________, ________________ of BANK OF OKLAHOMA, NATIONAL ASSOCIATION, to me personally known and known by me to be bound the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of Oklahoma ----------------------- STATE OF ___________ ) ) COUNTY OF __________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ______________________, ______________ of BANK OF SCOTLAND, NEW YORK BRANCH, (for itself and as Agent) to me personally known and known by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed me to be execution the person whose genuine signature is affixed to the foregoing document, who signed said document before me and delivery in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this Subscription _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ________________________, _____________of EQUITY COMPRESSORS, INC., to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared _______________________, _________________ of OUACHITA ENERGY CORPORATION, a corporation, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared ______________________, ________________ of OEC COMPRESSION CORPORATION (FORMERLY KNOWN AS EQUITY COMPRESSION SERVICES CORPORATION), a corporation, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- STATE OF ____________ ) ) COUNTY OF ___________ ) BE IT KNOWN, That on this _____ day of March, 1998, before me, the undersigned authority, personally came and appeared__________________________, ___________________ of SUNTERRA ENERGY CORPORATION, a corporation, to me personally known and known by me to be the person whose genuine signature is affixed to the foregoing document, who signed said document before me and in the presence of the two witnesses whose names are thereto subscribed as such, being competent witnesses, and who acknowledged, in my presence and in the presence of said witnesses, that he/she signed the above and foregoing document as his/her own free act and deed and for the uses and purposes therein set forth and apparent. In witness whereof, the said appearer has signed these presents and I have hereunto affixed my hand and seal, together with the said witnesses on the day and date first above written. My Commission Expires: ---------------------------------- Notary Public - State of _________ ----------------------- EXHIBIT A TO ASSIGNMENT AND ACCEPTANCE OF NOTE, LIENS AND RELATED LOAN DOCUMENTS UCC 1 FINANCING STATEMENTS EXECUTED BY OBLIGORS AND FILED BY ASSIGNOR DEBTOR: OUACHITA ENERGY CORPORATION ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Ouachita Parish, LA No. 37-68366 filed Bank of Oklahoma, National 8/15/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-172246 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 97-34693 filed Bank of Oklahoma, National State 8/19/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090003 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ DEBTOR: EQUITY COMPRESSION SERVICES CORPORATION ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX Xx. X00000 filed 5/14/97 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX Xx. X00000 filed 8/18/97 Bank of Oklahoma, National Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-101128 filed Bank of Oklahoma, National 5/15/97 Association ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-172245 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1074779 filed 5/15/97 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090063 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ DEBTOR: EQUITY COMPRESSORS, INC. ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Vermilion Parish, LA No. 57-930969 filed Bank of Oklahoma, National 6/18/93 Association ------------------------------------------------------------------------------------------------ Ouachita Parish, LA No. 37-68367 filed 8/15/97 Bank of Oklahoma, National Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Xxxxxxxx Xxxxxx, XX Xx. X00000 filed 6/16/93 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 93-21704 filed 6/21/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Alabama Secretary of No. 97-34694 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 93-118844 filed Bank of Oklahoma, National 8/18/93 Association ------------------------------------------------------------------------------------------------ Texas Secretary of State No. 97-172244 filed Bank of Oklahoma, National 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Kansas Secretary of State No. 1920786 filed 6/17/93 Bank of Oklahoma, National Association ------------------------------------------------------------------------------------------------ FILING JURISDICTION FINANCING STATEMENT SECURED PARTY INFORMATION ------------------------------------------------------------------------------------------------ Kansas Secretary of State No. 2380358 filed 8/19/97 Bank of Oklahoma, National ------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------ Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 855334 filed 6/21/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ Arkansas Secretary of No. 1090002 filed 8/19/97 Bank of Oklahoma, National State Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Mississippi Secretary of No. 01133593 filed Bank of Oklahoma, National State 8/18/97 Association, as Collateral Agent ------------------------------------------------------------------------------------------------ Mississippi Secretary of No. 0722017 filed 6/17/93 Bank of Oklahoma, National State Association ------------------------------------------------------------------------------------------------ AMENDED AND RESTATED SECURITY AGREEMENT This Amended and Restated Security Agreement ("Security Agreement") dated as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933March 30, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT1998, OR ANY U.S. STATE SECURITIES LAWSby and between OUACHITA ENERGY CORPORATION, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "CompanyDEBTOR") whose principal place of business and chief executive office is at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, and BANK OF SCOTLAND, an authorized bank in the United Kingdom, constituted by an Act of the Scots Parliament of 1695, acting through its New York branch, ("Bank"), as collateral agent for itself and the Lenders hereinafter described ("SECURED PARTY").
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual EXHIBIT A NOTICE OF CONVERSION (if Subscriber IS an individualTo be executed by the Holder in order to convert the Note) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this The undersigned hereby elects to convert $_________ day of the principal due on the Note issued by DIGITAL FUSION, INC. on April ___, 2003 into Shares of Common Stock of DIGITAL FUSION, INC. (the "Company") according to the conditions set forth in such Note, as of the date written below. Date of Conversion:___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence____________________________________________ Shares To Be Delivered:________________________________________________________ Signature:_____________________________________________________________________ Print Name:____________________________________________________________________ Address:_______________________________________________________________________ EXHIBIT 4.3(10.3) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (WARRANT AND THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING COMMON SHARES ISSUABLE UPON EXERCISE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE THIS WARRANT HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (AMENDED. THIS WARRANT AND THE "1933 ACT"). NONE COMMON SHARES ISSUABLE UPON EXERCISE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE WARRANT MAY NOT BE OFFERED OR SOLD, DIRECTLY OFFERED FOR SALE, PLEDGED OR INDIRECTLY, HYPOTHECATED IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS ABSENCE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER THE 1933 ACTSAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO DIGITAL FUSION, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMINC. THAT SUCH REGISTRATION IS NOT REQUIRED. Right to Purchase 25,000 Shares of Common Stock of Digital Fusion, OR IN A TRANSACTION NOT SUBJECT TOInc. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 2003-1 Issue Date: April 29, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. 2003 DIGITAL FUSION, INC., a corporation organized under the laws of the State of Delaware (the "Company"), hereby certifies that, for value received, LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through seven (7) years after such date (the "Expiration Date"), up to 25,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $.01 par value per share, of the Company, at the Purchase Price (as defined below). The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein. As used herein the following terms, unless the context otherwise requires, have the following respective meanings:
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Fusion Inc/Nj/)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual Name Name: Title: Its duly authorized officer or agent ADMINISTRATIVE AGENT: WITNESS: BANKBOSTON, N.A., AS ADMINISTRATIVE AGENT By: Name Name: Title: Its duly authorized officer EXHIBIT A Trade Names: legal status; etc. (if Subscriber IS an individual'3-3) X ----------------------------------- ----------------------------------------- EXHIBIT B EXHIBIT C Locations ('3-5) 61936_4 EXHIBIT F FORM OF [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (for [Name of witness Authorized signatory Subsidiary Borrower]) This [SECOND] AMENDED AND RESTATED SECURITY AGREEMENT (if Subscriber the "Agreement") is NOT an individualmade as of July __, 1997, by and between (a) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of __________________, a _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _____________________, with its principal place of Subscriber business at _______________________________________________ (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number together with its successors and e-mail address By signing this acceptanceassigns, the Company agrees "Subsidiary Borrower") and (b) BANKBOSTON, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for various banks and other financial institutions which are or may hereafter become parties (said banks and other financial institutions are hereinafter referred to be bound by all representationscollectively as the "Banks") to that certain Fourth Amended and Restated Loan Agreement, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement dated of even date herewith (as the same may be executed in any number of counterpartshereafter further amended, each of whichmodified, when so executed supplemented, extended or restated, from time to time, the "Loan Agreement") by and deliveredamong Fine Host Corporation, shall constitute an original a Delaware corporation (together with its successors and assigns, "Fine Host"), all of which together shall constitute one instrument. Delivery the Subsidiaries of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed Fine Host (including without limitation, the Subsidiary Borrower), the Administrative Agent, USTrust, as Documentation Agent for the Banks (in such capacity, the "Documentation Agent")(the Administrative Agent and the Documentation Agent are hereinafter sometimes referred to be execution and delivery of this Subscription Agreement collectively as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTAgents") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and the Banks. All capitalized terms not defined herein but defined in the Loan Agreement shall have the meanings given to such terms in the Loan Agreement, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTand if not defined in the Loan Agreement, OR ANY U.S. STATE SECURITIES LAWSthen the meanings given to such terms in the Uniform Commercial Code, ANDas in effect, UNLESS SO REGISTEREDfrom time to time, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. in The Commonwealth of Massachusetts (the "CompanyUCC").
Appears in 1 contract
Samples: Security Agreement (Fine Host Corp)
WITNESS. EXECUTION BY SUBSCRIBER[Subsidiary] By: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual------------------------- ----------------------------- Name: Title: [CORPORATE SEAL] STATE OF NEW YORK ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this December _______ day of , 1994 : ss.: COUNTY OF NEW YORK ) Then personally appeared the above-named ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address _________ _______________ in his/her capacity as __________________________________ of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number [Subsidiary], and e-mail address By signing this acceptance, acknowledged the Company agrees foregoing instrument to be bound by all representationshis/her free act and deed in his/her said capacity and the free act and deed of said corporation. Before me, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number ------------------------------- ------------------------------- (Print Name) Notary Public State of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as ------------------- My commission expires: ------------------- EXHIBIT A Description of the date hereinafter set forthPremises [Attach Legal Description of all parcels] EXHIBIT B Description of the Premises [Attach Legal Description of all parcels] EXHIBIT C Description of the Leases [Attach Legal Description of all leases] EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT from [Subsidiary], Mortgagor to CHEMICAL BANK, as Agent, Mortgagee DATED AS OF DECEMBER __, 1994 After recording, please return to: Xxxxxxx Xxxxxxx & Xxxxxxxx a partnership which includes professional corporations 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 ATTN: Xxxxxxx X. Xxxxxxxxxx, Esq. EXHIBIT H TO CREDIT AND GUARANTEE AGREEMENT [FORM OF SUBSIDIARY FEE MORTGAGE] [NOTE: THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES FORM IS NOT STATE-LAW SPECIFIC. SPECIFIC PROVISIONS, SATISFACTORY TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO AGENT'S COUNSEL, THAT ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S NECESSARY OR DESIRABLE UNDER THE UNITED STATES SECURITIES ACT LAW OR REAL ESTATE PRACTICE OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO ANY PARTICULAR STATE IN WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY FORM IS USED WILL BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")ADDED.]
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)
WITNESS. EXECUTION BY SUBSCRIBERSELLER: X ----------------------------------- ----------------------------------------- Signature MP BENICIA LOGISTICS, LLC, a Delaware limited liability company By: PRIT Core 501 (c)(25) LLC, its Sole Member By: PRIT Core Realty Holdings LLC, its Managing Member By: Pension Reserves Investment Trust Fund, its Managing Member By: Pension Reserve Investment Management Board, as trustee of witness Signature the Pension Reserves Investment Trust Fund By: XX Xxxxxx Investment Management Inc., its Authorized Agent By: Name: Title: XXXXXXXXXXXXXX XXXXX XX XXXXXXXXXX ) ) COUNTY OF ) On , before me, , personally appeared , who proved to me on the basis of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees satisfactory evidence to be bound the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by all representationshis/her/their signature(s) on the instrument the person(s), warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all or the entity upon behalf of which together shall constitute one the person(s) acted, executed the instrument. Delivery I certify under PENALTY OF PERJURY under the laws of an the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature Notary Public Seal EXHIBITS: Exhibit A – Property Description Exhibit B – Permitted Exceptions EXHIBIT A PROPERTY DESCRIPTION EXHIBIT B PERMITTED EXCEPTIONS EXHIBIT E ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this “Assignment”) is executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT day of , 2012 by and between MP Benicia Logistics, LLC, a Delaware limited liability company, having an address c/o X.X. Xxxxxx Investment Management Inc., c/o X.X. Xxxxxx Investment Management Inc. 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX 00000 (THE "SUBSCRIPTION AGREEMENT"“Assignor”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and [ ], a [ ], having an address c/o [ ] (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"“Assignee”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Contract of Sale (Bebe Stores, Inc.)
WITNESS. EXECUTION BY SUBSCRIBERBy: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual /s/ CARLOS ABAUNZA ---------------------------------------- Name: Carlos Abaunza Title: Vice President & Xxxxx Xxxxxcial Officer NATIONSBANK, N.A. By: /s/ RICHARD M. STARKE ---------------------------------------- Name: Richard M. Starke Title: Senior Vice Xxxxxxxxx Lending Office: NationsBank, N.A. 101 North Tryon Street NC1-000-00-00 Xxxxxxxxx, North Carolina 28255 Attention: Corporate Credit Services Telephone: (if Subscriber IS an individual704) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory 388-1112 Telefacsimilx: (if Subscriber is NOT an individual000) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this 006-8694 Wire Transfer Instruxxxxxx: NationsBank, N.A. ABA#053000196 Account No.:__________________________ Reference: World Fuel Services Attention: Corporate Credit Services EXHIBIT A Notice of Appointment (or Revocation) of Authorized Representative Reference is hereby made to the Revolving Credit and Reimbursement Agreement dated as of June 4, 1999 (the "Agreement") by and between World Fuel Services Corporation, a Florida corporation, Trans-Tec International, S.A., a corporation organized under the laws of Costa Rica, and World Fuel International, S.A., a corporation organized under the laws of Costa Rica (collectively, the "Borrowers") and NationsBank, N.A. as Lender (the "Lender"). Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. The Borrowers hereby nominate, constitute and appoint each individual named below as an Authorized Representative under the Loan Documents, and hereby represent and warrant that (i) set forth opposite each such individual's name is a true and correct statement of such individual's office (to which such individual has been duly elected or appointed), a genuine specimen signature of such individual and an address for the giving of notice, and (ii) each such individual has been duly authorized by the Borrowers to act as Authorized Representative under the Loan Documents: Name and Address Office Specimen Signature ______________________ ______________________ Borrowers hereby revoke (effective upon receipt hereof by the Lender) the prior appointment of ________________ as an Authorized Representative. This the ___ day of ___________, _______, 19__. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address WORLD FUEL SERVICES CORPORATION TRANS-TEC INTERNATIONAL, S.A. WORLD FUEL INTERNATIONAL, S.A. By: ___________________________ Name: _________________________ Title: ________________________ EXHIBIT B Form of Subscriber Borrowing Notice To: Bank of America, N.A., 101 North Tryon Street NC1-001-15-03 Charlotte, Norxx Xxxxxxxx 00000 Attention: Corporate Credit Services Telefacsimile: (residence704) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e386-mail address By signing this acceptance, 8694 Reference is hereby made to the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Revolving Crxxxx xxx Xxxxxursement Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of June 4, 1999 (the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTAgreement") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS by and among World Fuel Services Corporation, Trans-Tec International, S.A. and World Fuel International, S.A. (AS DEFINED HEREINindividually, a "Borrower") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and Bank of America, AS AMENDED N.A., as Lender (THE the "1933 ACTLender"). NONE Capitalized terms used but not defined herein shall have the respective meanings therefor set forth in the Agreement. [INSERT NAME OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS BORROWER] through its Authorized Representative hereby gives notice to the Lender that Loans of the type and amount set forth below be made on the date indicated: TYPE OF LOAN INTEREST AGGREGATE (AS DEFINED HEREINCHECK ONE) EXCEPT IN ACCORDANCE WITH THE PROVISIONS PERIOD(1) AMOUNT(2) DATE OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers OnlyLOAN(3) TO--------- ------ ------ ------------ REVOLVING CREDIT FACILITY: INDEPENDENCE ENERGY CORP. (the "Company")------------------------- Base Rate Loan ______ _________ ____________ Eurodollar Rate Loan ______ _________ ____________ 364 DAY FACILITY: ---------------- Base Rate Loan ______ _________ ____________ Eurodollar Rate Loan ______ _________ ____________ -----------------------
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (World Fuel Services Corp)
WITNESS. EXECUTION BY SUBSCRIBERFIRST MARBLEHEAD CORPORATION By: X ----------------------------------- ----------------------------------------- Signature /s/ Xxxxx Xxxxx ----------------------- --------------------------- Its: Chief Operating Officer Print Name: Xxxxx Xxxxx THE EDUCATION RESOURCES INSTITUTE, INC. By: /s/ Xxxxxxx X. Xxxxxx ----------------------- --------------------------- Its: Senior Vice President, Finance Print Name: Xxxxxxx X. Xxxxxx TABLE OF EXHIBITS MASTER LOAN GUARANTY AGREEMENT NOTE: First Marblehead Corporation is not a party to the following Exhibits C, D and/or G.. Pursuant to Item 601 of witness Signature Regulation S-K, such exhibits are not being filed herewith. Exhibit A - Intentionally omitted. Exhibit B - Intentionally omitted. Exhibit C - Form of individual Guaranty Agreement with Bank of America Exhibit D - Form of Loan Origination Agreement with Bank of America. Exhibit E - Deposit and Security Agreement with Bank of America - filed herewith Exhibit F - Accession Agreement - filed herewith. Exhibit G - Generic Guaranty Agreement EXHIBIT E TO MASTER LOAN GUARANTY AGREEMENT DEPOSIT AND SECURITY AGREEMENT (if Subscriber IS an individualGENERIC) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory This deposit and security agreement (if Subscriber this "Deposit and Security Agreement") is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day made and entered into as of ____________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 2001, by and eamong THE EDUCATION RESOURCES INSTITUTE, INC., a private non-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as profit corporation organized under Chapter 180 of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT Massachusetts General Laws with its principal place of business at 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 ("XXXX"), THE FIRST MARBLEHEAD CORPORATION, a corporation organized under the General Corporation Law of the State of Delaware with its principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 ("SUBSCRIPTION AGREEMENTFMC") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS and [BANK NAME], a [BANK TYPE] organized and existing under the laws of [BANK JURISDICTION] with a place of business at 000 X. Xxxxxxxx Avenue, Brea, California 92823, in its capacity as lender and initial owner (AS DEFINED HEREINin such capacity, "Lender") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and [AGENT NAME, AS AMENDED BANK TYPE AND JURISDICTION] in its capacity as agent for the Owners (THE as hereinafter defined) (in such capacity, "1933 ACTAgent"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company").
Appears in 1 contract
Samples: Master Loan Guaranty Agreement (First Marblehead Corp)
WITNESS. EXECUTION BY SUBSCRIBERthe seal of the General Partner of the Partnership and the signatures of its duly authorized officers. Dated: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, ___ ____________________ _____________________ President Secretary -SEAL- REVERSE OF PHILIPS INTERNATIONAL REALTY, L.P. UNIT CERTIFICATE --------------------------------------------------- THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF PHILIPS INTERNATIONAL REALTY, L.P., DATED AS OF JULY __, 1997 (A COPY OF WHICH IS ON FILE WITH THE PARTNERSHIP). ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber EXCEPT AS OTHERWISE PROVIDED IN SUCH AGREEMENT, NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREINA) PURSUANT TO REGULATION S AN EFFECTIVE REGISTRATION STATEMENT UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS(B) IF THE PARTNERSHIP HAS BEEN FURNISHED WITH A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER, ANDSALE, UNLESS SO REGISTEREDASSIGNMENT, NONE MAY BE OFFERED PLEDGE, HYPOTHECATION OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF REGULATION S UNDER SECTION 5 OF THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER ACT AND THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR RULES AND REGULATIONS IN A TRANSACTION NOT SUBJECT TOEFFECT THEREUNDER. IN ADDITION, THE REGISTRATION REQUIREMENTS UNITS ARE SUBJECT TO THE PROVISIONS OF SECTION 19.1 OF A CERTAIN CONTRIBUTION AND EXCHANGE AGREEMENT DATED AS OF August 11, 1997 (A COPY OF WHICH IS ON FILE WITH THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSPARTNERSHIP). PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TOFOR VALUE RECEIVED, _________________ hereby sell, assign and transfer unto __________________________________ _________________ limited Partnership Units represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________ Attorney to transfer the said limited Partnership Units on the books of the within named Partnership with full power of substitution in the premises. Dated: INDEPENDENCE ENERGY CORP. (the "Company")________________ ___________________________ In presence of: ________________________
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBEROUR HANDS on the dates indicated, but as of the effective date hereinbefore specified. Date: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per_ ELPF _________, LLC By: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceDate: _________________ The District at Xxxxxx Mill, the Company agrees to be bound by all representationsLLC By: Xxxxx District at Xxxxxx Mill, warrantiesLLC By: Xxxxx Enterprises, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. Inc. By: ____________________ THE SECURITIES REPRESENTED BY THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE CERTIFICATE OR OTHER INSTRUMENT HAVE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT")”) OR UNDER ANY STATE SECURITIES LAW. NONE OF THE SUCH SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED OR FOR SALE, HYPOTHECATED, SOLD, DIRECTLY TRANSFERRED OR INDIRECTLYOTHERWISE DISPOSED OF, NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY THE COMPANY AS HAVING AN INTEREST IN SUCH SECURITIES, IN THE UNITED STATES OR ABSENCE OF, WITH RESPECT TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS EACH OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWSLAW, (i) AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO SAID ACT OR LAW, OR (ii) AN OPINION OF COUNSEL, WHICH OPINION OF COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT THE TRANSACTION BY WHICH SUCH SECURITIES WILL BE OFFERED FOR SALE, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF, IS EXEMPT FROM OR OTHERWISE IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF SAID ACT OR LAW. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP**** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. (Material filed separately with the "Company")Securities and Exchange Commission. ELSEL XXXXXX MILL LLC LIMITED LIABILITY COMPANY AGREEMENT SCHEDULE I DEFINITIONS “AAA” has the meaning ascribed to such term in section 6.9.
Appears in 1 contract
Samples: Escrow Agreement (Excelsior Lasalle Property Fund Inc)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________the due execution hereof as a document under seal, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forthfirst written above, with the intent to be legally bound hereby. WARNING-BY SIGNING THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE "SUBSCRIPTION POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE OTHER CAUSE. WITNESS / ATTEST: PREFORMED LINE PRODUCTS COMPANY By: /s/ Sxxxxxx X. Xxxxxxx By: /s/ Mxxxxxx Xxxxxxxxx Name: Sxxxxxx X. Xxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Vice President - Finance WARNING-BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE OFFERED OR SOLDTAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, DIRECTLY OR INDIRECTLYFAULTY GOODS, IN THE UNITED STATES OR FAILURE ON HIS PART TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE COMPLY WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACTAGREEMENT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROMANY OTHER CAUSE. WITNESS / ATTEST: PT PREFORMED LINE PRODUCTS INDONESIA By: /s/ Sxxxxxx X. Xxxxxxx By: /s/ Rxxxxx X Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Name: Rxxxxx X Xxxxxxx Title: Owner [Signature Page to Term Note] 4817-8901-1599, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")v.5
Appears in 1 contract
Samples: Preformed Line Products Co
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- ___________________________________ Signature of witness ___________________________________ Name of witness ___________________________________ Address of witness __________________________________ X __________________________________ Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- Name of witness __________________________________ Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness ____________________________________ Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- _____________ Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, 2017 PACIFIC GREEN TECHNOLOGIES INC. Per: _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. _____________________________ Authorized signatory ___________________________________ Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory ____________________________________ Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 43-12 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "“1933 ACT"”). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORPPACIFIC GREEN TECHNOLOGIES INC. (the "“Company"”)
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Pacific Green Technologies Inc.)
WITNESS. EXECUTION BY SUBSCRIBERLANDLORD: X ----------------------------------- ----------------------------------------- Signature CCM Associates of witness Signature Xxxxxxx Park, LLC BY: ITS: DATE: TENANT: XXXXXXXXXXX BY: ITS: DATE: EXHIBIT “A” Additional Provisions EXHIBIT “B” Demised Premises EXHIBIT "C" Landlord's Work EXHIBIT “D” Tenant’s Improvements EXHIBIT “E” Sign Criteria EXHIBIT “F” Agreement of individual (if Subscriber IS Lease Commencement Date This AGREEMENT OF LEASE COMMENCEMENT DATE, once executed, shall become an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ attachment to the Lease between XXXXXXXX as Landlord and XXXXXXX as Tenant dated the day of ___________XXXXX 20XX. The Tenant hereby agrees and confirms that any improvements required to be furnished by Landlord pursuant to Exhibit “C” of the Lease have been completed in all respects and are satisfactory. The Tenant does hereby accept possession of the Demised Premises and acknowledges that the Lease Commencement Date is hereby established as , _____20XX. ----------------------------------------- INDEPENDENCE ENERGY CORPAgreed to and accepted this day of XXXXXX 20XX. Address TENANT: XXXXXXXXXXXXXX LANDLORD: XXXXXXXXXXXXX By: By: Its: Its: Date: _ Date: EXHIBIT “G” Existing Exclusives and Restricted Uses E xhibit “H” Guaranty Landlord: CCM Associates of Subscriber (residence) PerXxxxxxx Park, LLC Tenant: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number XXXXXXXXXXX Guarantor: XXXXXXXXXXX Date: XXXXXXXXXXXXX Tenant wishes to enter into the Lease with Landlord. Landlord is unwilling to enter into the Lease unless Guarantor assures Landlord the performance of Tenant's obligations under the Lease with respect to paying the base rent and e-mail address By signing this acceptanceadditional rent for the term of the Lease. Accordingly, in order to induce Landlord to enter into the Lease with Tenant, and for good and valuable consideration, receipt and adequacy of which are acknowledged by Guarantor including without limitation, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy benefits that Guarantor will be deemed to be execution and delivery of this Subscription Agreement as of derive from Tenant’s entry into the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")Lease:
Appears in 1 contract
Samples: Center Lease Agreement
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement my hand as of the date hereinafter set forthfirst above written. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT -------------------------------- Vice President Exhibit H-2 Transfer and Administration Agreement 126 Exhibit I --------- FORM OF OPINION OF COUNSEL FOR THE SPV, ORIGINATOR AND SERVICER --------------------------------------------------------------- March 30, 2001 Receivables Capital Corporation c/o Amacar Group, L.L.C. 6525 Xxxxxxxx Xxxxxxxxx, Suite 318 Charlotte, North Carolina 28211 Bank of America, National Association 231 Xxxxx XxXxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Xxdies and Gentlemen: This opinion is furnished to you pursuant to Section 5.1(l) of the Transfer and Administration Agreement dated as of March 30, 2001 (THE the "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING among DCC Funding LLC, a Delaware limited liability company (the "SPV"), Diebold Credit Corporation, a Delaware corporation, individually and as servicer (the "ORIGINATOR"), Diebold, Incorporated, an Ohio corporation, as guarantor (the "GUARANTOR"), Receivables Capital Corporation, a Delaware corporation (the "CONDUIT INVESTOR"), Bank of America, National Association, a national banking association ("BANK OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS AMERICA") as agent, as administrative agent and as an Alternate Investor, and certain financial institutions from time to time parties thereto as Alternate Investors. Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement. We have acted as counsel to the Originator, the SPV and the Guarantor in connection with the preparation of the Agreement, the First Tier Agreement, the other Transaction Documents and the transactions contemplated thereby. We have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement and all exhibits thereto, certificates of public officials and of officers of the SPV and the Originator and certified copies of the Originator's, the SPV's and the Guarantor's certificate of incorporation, by-laws and the Board of Directors' resolutions or certificate of formation, limited liability company agreement and board of managers' resolutions, as applicable, authorizing the Originator's, the Guarantor's and the SPV's participation in the transactions contemplated by the Agreement, the First Tier Agreement, the other Transaction Documents, copies of each of the above having been delivered to you, copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE I hereto executed by the Originator, as debtor, in favor of the SPV, as secured party and showing the Agent, on behalf of the Conduit Investor and the Alternate Investors, as the assignee of the secured party, substantially in the form attached hereto as EXHIBIT A (AS DEFINED HEREINthe "ORIGINATOR FINANCING STATEMENTS") PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933and copies of the financing statements on Form UCC-1 filed in the filing offices listed in SCHEDULE II hereto executed by SPV, AS AMENDED as debtor, in favor of the Agent, on behalf of the Conduit Investor and the Alternate Investors, as secured party, substantially in the form attached hereto as EXHIBIT B (THE the "1933 ACTSPV FINANCING STATEMENTS"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTWe have also examined the closing documents delivered pursuant to the Agreement and the First Tier Agreement and copies of all such documents and records, OR ANY U.S. STATE SECURITIES LAWSand have made such investigations of law, ANDas we have deemed necessary and relevant as a basis for our opinion. With respect to the accuracy of material factual matters which were not independently established, UNLESS SO REGISTEREDwe have relied on certificates and statements of officers of the Originator and the SPV. On the basis of the foregoing, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (we are of the "Company")opinion that:
Appears in 1 contract
Samples: Transfer and Administration Agreement (Diebold Inc)
WITNESS. EXECUTION BY SUBSCRIBERSERANOVA, INC. ------------------------------ By: X ----------------------------------- ----------------------------------------- Signature XXXXXXXX XXXXXX, President Accepted in Plainsboro, New Jersey: FLEET CAPITAL CORPORATION By: ----------------------------------------- XXXXX X. XXXXXX, Senior Vice President APPENDIX A GENERAL DEFINITIONS When used in the Loan and Security Agreement dated as of witness Signature of individual (if Subscriber IS an individual) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ___________July 14, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number 2000, by and e-mail address By signing this acceptancebetween Fleet Capital Corporation and SeraNova, Inc., the Company agrees following terms shall have the following meanings (terms defined in the singular to be bound have the same meaning when used in the plural and vice versa): Account Debtor - any Person who is or may become obligated under or on --------------- account of an Account. Accounts - all accounts, contract rights, chattel paper, instruments and -------- documents, whether now owned or hereafter created or acquired by Borrower or in which Borrower now has or hereafter acquired any interest. Affiliate - a Person (other than a Subsidiary): (i) which directly or --------- indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a Person; (ii) which beneficially owns or holds 5% or more of any class of the Voting Stock of a Person; or (iii) 5% or more of the Voting Stock (or in the case of a Person which is not a corporation, 5% or more of the equity interest) of which is beneficially owned or held by a Person or a Subsidiary of a Person. Agreement - the Loan and Security Agreement referred to in the first --------- sentence of this Appendix A, all representationsExhibits thereto and this Appendix A. Approved Customer List - the list of Borrower's customers, warrantiesapproved by the ---------------------- Lender, covenants and agreements on pages 4-12 hereof. This Subscription Agreement in Lender's sole credit judgment, as having acceptable credit risk whose Accounts may be executed in any number included as an Eligible Account. The Approved Customer List is annexed hereto as Exhibit P. Availability - the amount of counterpartsmoney which Borrower is entitled to borrow ------------ from time to time as Revolving Credit Loans, each of which, such amount being the difference derived when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as the sum of the principal amount of Revolving Credit Loans then outstanding (including any amounts which Lender may have paid for the account of Borrower pursuant to any of the Loan Documents and which have not been reimbursed by Borrower) is subtracted from the Borrowing Base. If the amount outstanding is equal to or greater than the Borrowing Base, Availability is Zero ($0) Dollars. Bank - Fleet National Bank. ---- Base Rate - the rate of interest announced or quoted by Bank from time to --------- time as its prime rate for commercial loans, whether or not such rate is the lowest rate charged by Bank to its most preferred borrowers; and, if such prime rate for commercial loans is discontinued by Bank as a standard, a comparable reference rate designated by Bank as a substitute therefor shall be the Base Rate. Borrowing Base - as at any date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933of determination thereof, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (an amount equal -------------- to the "Company")lesser of:
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- __________________________________________________ Signature of witness Signature of individual (if Subscriber IS is an individual) X ----------------------------------- ----------------------------------------- __________________________________________________ Name of witness Authorized signatory (if Subscriber is NOT not an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTplease print) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINTplease print) ACCEPTED this _______ day of ___________, _____.2006. ----------------------------------------- INDEPENDENCE ENERGY CORP. Brockton Capital Corp. Address of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptance, the Company agrees to be bound by all representations, warranties, covenants and agreements on pages 4-12 4 – 11 hereof. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as of the date hereinafter set forth. TRUST FUNDS (USD) INSTRUCTIONS FOR WIRING FUNDS TO XXXXX XXXXXX LLP HSBC BANK USA XXX XXXX XXXXXX XXXXXXX, XXX XXXX 00000 ABA NO.: 021 001 088 SWIFT CODE: XXXXXXXX ACCOUNT NO.: 000050881 For further credit to: HSBC BANK CANADA 000 XXXX XXXXXXX XXXXXX XXXXXXXXX, XXXXXXX XXXXXXXX X0X 0X0 XXXXXX ACCOUNT NAME: XXXXX XXXXXX LLP U.S. TRUST ACCOUNT NO.: 491689-002 TRANSIT NO.: 10020 BANK CODE: 16 PLEASE ALSO INSTRUCT YOUR BANKER TO QUOTE YOUR NAME AND OUR FILE NUMBER 32051-0001/VZH NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "“SUBSCRIPTION AGREEMENT"”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES MUST NOT TRADE THE SECURITIES BEFORE THE DATE WHICH IS FOUR MONTHS FROM THE CLOSING DATE. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY BROCKTON CAPITAL CORP. (the "“Company")”) Suite 604 – 000 Xxxx Xxxxxx Xxxxxx Vancouver, BC V6C 2T7
Appears in 1 contract
Samples: Private Placement Subscription Agreement (Megawest Energy Corp.)
WITNESS. EXECUTION BY SUBSCRIBER: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualL.S.) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of THE PORT AUTHORITY OF NEW YORK AND NEW JERSEY ___________, _______________________ ATTEST: By___________________________________ ________________________________ (Title)______________________________ (Seal) FORM EWT - Assignment 10/13/70 STATE OF NEW YORK ) ) ss. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address COUNTY OF NEW YORK ) On the day of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number , 19 , before me came to me known, who, being by me duly sworn, did depose and e-mail address By signing this acceptancesay that he resides at that he is the of the PORT OF NEW YORK AUTHORITY, the Company agrees to be bound by all representationscorporation described in, warranties, covenants and agreements on pages 4-12 hereof. This Subscription Agreement may be which executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one the foregoing instrument. Delivery of an executed copy of this Subscription Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement as ; that he knows the seal of the date hereinafter set forthsaid corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by order of the Commissioners of the said corporation; and that he signed his name thereto by like order. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (------------------------------ STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the day of , 19 , before me personally came to me known, who, being by me duly sworn, did depose and say that he resides at that he is the of the corporation described in, and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by order of the Board or Directors of the said corporation; and that he signed his name thereto by like order. ------------------------------ STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On the day of , 19 , before me personally came to me known, who, being by me duly sworn, did depose and say that he resides at that he is the of the corporation described in, and which executed the foregoing instrument; that he knows the seal of the said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by order of the Board or Directors of the said corporation; and that he signed his name thereto by like order. ------------------------------ EXHIBIT R RULES AND REGULATIONS FOR THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (the "Company")WORLD TRADE CENTER
Appears in 1 contract
Samples: Agreement (Helmstar Group Inc)
WITNESS. EXECUTION BY SUBSCRIBERATTEST: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual FIRST UNION NATIONAL BANK, successor by merger to Signet Bank By: (if Subscriber IS an individualSEAL) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory ------------------------ ----------------------- Name: --------------------- Title: -------------------- WITNESS/ATTEST: 7 FREDXXXXX XXXWING CO. By: (if Subscriber is NOT an individualSEAL) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINT) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED this _______ day of ---------------------- ------------------------- Name: ----------------------- Title: ---------------------- 8 STATE OF ___________, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address ____________________) ) ss: CITY/COUNTY OF ___________________________ ) I HEREBY CERTIFY that on this day of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number and e-mail address By signing this acceptanceMarch, 1998, before me, the Company agrees subscriber, a notary public of the above state and city/county, personally appeared , known to me or satisfactorily proven to be bound by all representationsthe person whose name is subscribed to the foregoing Loan Modification Agreement, warrantieswho acknowledged himself/herself to be the of First Union National Bank, covenants and agreements that he/she being authorized to do so, executed the foregoing Loan Modification Agreement for the purposes therein contained. -------------------------------------- Notary Public My commission expires: ________________ STATE OF ____________________________________) ) ss: CITY/COUNTY OF ___________________________ ) I HEREBY CERTIFY that on pages 4-12 hereofthis day of March, 1998, before me, the subscriber, a notary public of the above state and city/county, personally appeared , known to me or satisfactorily proven to be the person whose name is subscribed to the foregoing Loan Modification Agreement, who acknowledged himself/herself to be the of Fredxxxxx Xxxwing Co., and that he/she being authorized to do so, executed the foregoing Loan Modification Agreement for the purposes therein contained. This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed -------------------------------------- Notary Public My commission expires: ________________ 9 CONSENT OF MARYLAND INDUSTRIAL DEVELOPMENT FINANCING AUTHORITY The Maryland Industrial Development Financing Authority ("MIDFA") hereby acknowledges and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Subscription consents to the foregoing Loan Modification Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed and between First Union National Bank, successor by merger to be execution Signet Bank (the "Bank"), and delivery of this Subscription Agreement as of Fredxxxxx Xxxwing Co. (the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACTBorrower"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACTMIDFA reaffirms to the Bank MIDFA's obligations under the Insurance Agreement dated July 19, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. (1996 between MIDFA and the "Company")Bank relating to the $1,500,000.00 loan to the Borrower.
Appears in 1 contract
WITNESS. EXECUTION BY SUBSCRIBERShorewood Packaging Corporation -------------------------- ------------------------------ Name: X ----------------------------------- ----------------------------------------- Signature of witness Signature of individual (if Subscriber IS an individualName: Title: Secretary Title: STATE OF NEW YORK ) X ----------------------------------- ----------------------------------------- Name of witness Authorized signatory (if Subscriber is NOT an individual) ----------------------------------- ----------------------------------------- Address of witness Name of Subscriber (PLEASE PRINTSS. CITY OF NEW YORK ) ----------------------------------- ----------------------------------------- Name of authorized signatory (PLEASE PRINT) ACCEPTED On this _______ day of ___________, 1995, before me, _____. ----------------------------------------- INDEPENDENCE ENERGY CORP. Address __________________, a Notary Public in and for the State of Subscriber (residence) Per: ----------------------------------- ----------------------------------------- Authorized signatory Telephone number New York, personally appeared [ ] and e-mail address By signing this acceptance[ ], the Company agrees [ ] and [ ] of Shorewood Packaging Corporation respectively, known to me to be bound the persons who executed the foregoing Certificate of Designations and acknowledged to me that they executed the same pursuant to authority given by all representationsthe Board of Directors of such corporation as their free and voluntary act, warrantiesand as the free and voluntary act and deed of such corporation, covenants for the uses and agreements on pages 4-12 hereofpurposes therein set forth. ___________________________ My commission expires: ______________________ 50 Exhibit B [Form of Right Certificate] Certificate No. R-______________ _______ Rights NOT EXERCISABLE AFTER THE EXPIRATION DATE. AT THE OPTION OF THE COMPANY, THE RIGHTS ARE SUBJECT TO REDEMPTION AT 1c. PER RIGHT OR EXCHANGE FOR COMMON STOCK, UNDER THE CIRCUMSTANCES AND ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. THIS RIGHT CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY ARE VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT. Right Certificate SHOREWOOD PACKAGING CORPORATION This Subscription Agreement may be executed in any certifies that _________________, or registered assigns, is the registered owner of the number of counterpartsRights set forth above, each of whichwhich entitles the owner thereof, when so executed subject to the terms, provisions and delivered, shall constitute an original and all conditions of which together shall constitute one instrument. Delivery of an executed copy of this Subscription the Rights Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Subscription Agreement dated as of June __, 1995 (the date hereinafter set forth. THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENTRights Agreement") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933between Shorewood Packaging Corporation, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. PRIVATE PLACEMENT SUBSCRIPTION (Non U.S. Subscribers Only) TO: INDEPENDENCE ENERGY CORP. a Delaware corporation (the "Company"), and The Bank of New York, a New York banking corporation (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 p.m. New York City time on the Expiration Date, as that term is defined in the Rights Agreement, at the office of the Rights Agent, or its successor as Rights Agent, one one-hundredth of a fully paid, nonassessable share of the Series B Junior Participating Preferred Stock, par value $10.00 per share ("Preferred Stock"), of the Company, at a purchase price of $17.00 per one one-hundredth of a share (the "Purchase Price") upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Right Certificate (and the number of shares which may be purchased upon exercise of each Right) and the Purchase Price set forth above, are the number and Purchase Price as of June 14, 1995 based on the shares of Preferred Stock of the Company as constituted at such date. The Purchase Price and the number of shares of Preferred Stock which may be purchased upon the exercise of each of the Rights evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events as provided in the Rights Agreement. This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the Company and the above-mentioned office of the Rights Agent and are also available upon written request to the Company. This Right Certificate, with or without other Right Certificates, upon surrender at the office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be redeemed by the Company at its option at a redemption price of 1c. per Right on or prior to the Stock Acquisition Date (as defined in the Rights Agreement). In addition, subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may be exchanged by the Company at its option for one share of Common Stock following the Stock Acquisition Date and prior to the time an Acquiring Person, as that term is defined in the Rights Agreement, owns 50% or more of the Voting Power, as that term is defined in the Rights Agreement, of the Company. No fractional shares of Preferred Stock will be issued upon the exercise of any Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts). In lieu of fractions of a share, a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by an authorized signatory of the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of _______ , 199_. SHOREWOOD PACKAGING CORPORATION By By ----------------------- --------------------------------- Name: Name: Title: Title: Countersigned: THE BANK OF NEW YORK, as Rights Agent By ----------------------- Authorized signatory Date of countersignature: [Form of Reverse Side of Right Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED ___________________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee) _______________________________________________________________________________ this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ____________, 19__ __________________________________ Signature (Signature must conform in all respects to name of holder as specified on the face of this Right Certificate) Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Rights Agent, which requirements include membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Rights Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
Appears in 1 contract
