Common use of Additional Subscription Clause in Contracts

Additional Subscription. Simultaneously with the closing of the transactions contemplated by the Merger Agreement and immediately prior to the Merger, each of the Initial Stockholders, together with Additional Stockholders who execute the Transfer Agreement, shall purchase additional shares of Common Stock by (i) contributing to the Company any or all of their shares of common stock, par value $.01 per share of Specialty Catalog Corp., a Delaware corporation, owned by each Stockholder, (ii) making an additional cash contribution to the Company; or (iii) a combination of (i) and (ii) above, in accordance with the terms and conditions of the Subscription Agreements, to be entered into by the Company and each of the respective Stockholders (the "Subscription Agreements"). Each of A1 and G1 agree and intend that, at the effective time of the Merger, A1 and G1 shall hold approximately 25% and 50%, respectively, of the outstanding shares of the surviving company on a primary basis and their respective Subscription Agreements shall provide for the contribution of a combination of (i) and (ii) above to further their intent. It is contemplated that upon closing of the transactions contemplated by the Subscription Agreements, the Company shall issue fully paid and non-assessable shares to the Initial Stockholders issued pursuant to the Subscription Agreements.