Agreement to Subscribe Purchase Price Clause Samples
Agreement to Subscribe Purchase Price. (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act; and
(ii) BUYER hereby subscribes for Three Hundred (300) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000) U.S. per share, convertible into Common Shares in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement, for an aggregate purchase price of Three Hundred Thousand Dollars ($300,000) payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof.
(iii) BUYER shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of SELLER upon delivery of the Shares.
(iv) BUYER shall receive from SELLER at Closing, for no additional consideration, a number of three-year warrants ("Warrant" or "Warrants") to purchase one Common Share for every four Common Shares that BUYER would have received had BUYER converted the Preferred Shares at Closing (the "Warrant Shares"; the Common Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the "Shares"). The Warrants shall have a strike price of $2.00 per share, and shall be exercisable as set forth in the form of Common Stock Purchase Warrant Certificate attached as Exhibit B to this Agreement.
Agreement to Subscribe Purchase Price. (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act; and
(ii) BUYER hereby subscribes for Four Hundred Thousand Dollars (USD $400,000) U.S. principal amount of Debentures, substantially in the form attached as Exhibit A to and forming an integral part of this Agreement.
(iii) BUYER will receive 8,000 Warrants substantially in the form attached as Exhibit B to and forming an integral part of this Agreement. Each Warrant will entitle BUYER to purchase one treasury Common Share at the price of $5.68. The Warrants will expire two (2) years after the Closing; and
(iv) BUYER shall on or before the Closing execute a copy of the Registration Rights Agreement (the "Registration Rights Agreement") substantially in the form attached as Exhibit "A" to and forming an integral part of this Agreement.
Agreement to Subscribe Purchase Price. 1.1 Each Buyer hereby subscribes for the number of Preferred Shares set forth below on the signature page of this Agreement which Preferred Shares shall be convertible into Conversion Shares of the Company in accordance with the terms set forth in the Certificate of Designations, Rights and Preferences of Preferred Stock attached as Exhibit A to this Agreement (the "Conversion Shares"), at a purchase price of $10,000 per Preferred Share payable in United States Dollars.
1.2 Buyer shall pay the purchase price by delivering same day funds in United States Dollars to the Company upon delivery of the Preferred Shares by the Company to Buyer.
Agreement to Subscribe Purchase Price a) The undersigned hereby subscribes for 5,000,000 shares of MTCI for an aggregate amount of $300,000.00 (US).
Agreement to Subscribe Purchase Price a. The undersigned hereby subscribes for ___________ Shares of Common Stock of AIPN for an aggregate amount of $____________ (US).
Agreement to Subscribe Purchase Price. (i) Buyer hereby subscribes for 625,000 Shares of Series A Preferred Stock in exchange for $2.5 million in cash (the "Purchase Price"). Each share of Series A Preferred Stock shall be convertible into one share of Common Stock in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement.
(ii) The Series A Preferred Stock shall pay a quarterly dividend equal to 4% per annum. The dividend shall be payable by the issuance of additional shares of Common Stock. The number of shares to be issued as a dividend shall be determined based on the average closing bid price for a share of Common Stock as reported by the Nasdaq SmallCap Market for the 20 trading days preceding the record date for the declaration of the dividend.
(iii) Buyer shall pay the aforesaid principal amount as the purchase price for the Shares subscribed for by it by wire transfer of immediately available, federal funds in United States dollars against counter-delivery of the Shares by Seller. The closing of the purchase and sale of the Shares (the "Closing") shall take place on or about April 28, 1997, at 10:00 a.m. at the offices of Seller's counsel, Camhy ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
Agreement to Subscribe Purchase Price. (i) Sigma Designs and Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission ("SEC") under the Securities Act; and
(ii) Each Buyer hereby subscribes for the number of shares of Preferred Stock, convertible into Common Stock in accordance with the terms set forth in the Certificate of Determination attached as Exhibit B to this Agreement, specified opposite each Buyer's name in Column B on the Schedule of Buyers at a cash purchase price of $100.00 per share payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof.
(iii) Each Buyer shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of Sigma Designs upon delivery of the Preferred Stock.
(iv) Each Buyer shall each receive from Sigma Designs at the Closing, for no additional consideration, a Warrant to purchase the number of shares of Common Stock set forth opposite its name in Column C on the Schedule of Buyers. The Warrant shall be exercisable under the terms set forth in the Form of Warrant attached as Exhibit C to this Agreement.
Agreement to Subscribe Purchase Price. 1.1 Buyer hereby subscribes for [written amount of shares] (#) Shares of (ELSI) common stock at ($___) U.S. per share for an aggregate purchase ▇▇▇▇e of [written dollar amount] ($) U.S. payable in United States Dollars.
1.2 Buyer shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of Seller upon Delivery of the Shares.
1.3 This Agreement has been executed in connection with an offering (the "Offering") by Seller of its common stock (including the Shares) pursuant to Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Buyer will be notified of the date of the conclusion of the Offering.
Agreement to Subscribe Purchase Price a. The undersigned hereby subscribes for $500,000.00 (the "Purchase Price") of Issuers Debentures and Warrants for the purchase of the Common Stock of the Issuer (the "Warrants"), pursuant to a Regulation S offering (the "Offering").
b. Buyer shall pay the Purchase Price by delivering good funds in United States Dollars to the Escrow Agent as set forth in the Escrow Agreement of even date.
Agreement to Subscribe Purchase Price. (i) Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration pursuant to Section 4(2) of the Securities Act.
(ii) Buyer hereby irrevocably subscribes for 1,666,666 Shares at a purchase price of Nine Dollars ($9.00) per share, for an aggregate purchase price of Fourteen Million Nine Hundred Ninety Nine Thousand, Nine Hundred and Ninety Four Dollars ($14,999,994) U.S. payable in United States Dollars at Closing as defined in Section 6 hereof.
(iii) Subject to the terms of the Registration Rights Agreement to be dated the date of Closing, Seller will file a "shelf" registration statement (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") to register the resale of the Common Shares by Buyer and shall use its best efforts to cause the Registration Statement to become effective as soon as practicable after the Closing.
(iv) Seller and Buyer shall each use their best efforts to complete the transactions contemplated by this Agreement and shall take all steps practicable to satisfy the conditions to Closing, as set forth in this Agreement.