FOR ALL SUBSCRIBERS Clause Samples
The "FOR ALL SUBSCRIBERS" clause establishes that the terms or provisions it introduces apply universally to every individual or entity classified as a subscriber under the agreement. In practice, this means that any rights, obligations, or restrictions detailed in the clause are binding on all subscribers, regardless of when or how they joined. This approach ensures consistency and fairness by preventing exceptions or special treatment, thereby promoting uniformity and reducing ambiguity in the application of the agreement's terms.
FOR ALL SUBSCRIBERS i. Are you a “US Person” as defined under Regulation S (as defined in Annex A)? ☐ Yes ☐ No ii. Did you receive or accept the offer of the Shares in the state or territory indicated in your legal address above? ☐ Yes ☐ No If No, please list state or territory here: _____________________________ iii. Please check the applicable boxes below for any registrations or memberships you hold with the US Commodity Futures Trading Commission (“CFTC”) and/or the National Futures Association (“NFA”): ☐ Futures Commission Merchant ☐ Introducing Broker ☐ Commodity Pool Operator ☐ Commodity Trading Advisor ☐ Leverage Transaction Merchant If you check any of the above boxes, you hereby represent that you (i) are duly registered with the CFTC and are a member in good standing of the NFA and (ii) any information and/or documentation that you have provided to the Fund and/or its placement agent in addition to this Subscription Agreement regarding your CFTC and NFA status remains true and correct. ☐
FOR ALL SUBSCRIBERS. Any person that acquires all or any fraction of the Shares of the Subscriber in a Transfer permitted under this Subscription Agreement shall be obligated to pay to the Company the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by its predecessor in interest. The Subscriber agrees that, notwithstanding the Transfer of all or any fraction of its Shares, as between it and the Company it will remain liable for its Capital Commitment and for all payments of any Drawdown Purchase Price required to be made by it (without taking into account the Transfer of all or a fraction of such Shares) prior to the time, if any, when the purchaser, assignee or transferee of such Shares, or fraction thereof, becomes a holder of such Shares.
FOR ALL SUBSCRIBERS. The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Drawdown Date or Catch-Up Date, a notice (each, a “Drawdown Notice”) setting forth (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Shareholder; (iii) the estimated number of Shares to be purchased by such Shareholder; and (iv) the Drawdown Date on which such Drawdown Amount is due. For the purposes of this Subscription Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Act of 1934, as amended (the “Exchange Act”).
FOR ALL SUBSCRIBERS. The Subscriber acknowledges and agrees that the Fund may request the Subscriber to purchase Shares on any Drawdown Date that is more or less than the Subscriber’s pro rata share of all Unfunded Capital Commitments, or request Other Subscribers (but not Subscriber) to purchase Shares on any Drawdown Date, in each case such that the Subscriber or any such Other Subscriber, as applicable, will fund an amount such that, following its purchase of Shares from the Fund, the Subscriber or such Other Subscriber, as applicable, has the same proportion of Unfunded Capital Commitments as the Subscriber or Other Subscribers, as applicable. The Subscriber acknowledges and agrees that the Fund generally intends to request capital contributions from the Subscriber and Other Subscribers, collectively, pro rata in accordance with the Unfunded Capital Commitments of the Subscriber and Other Subscribers. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that the Fund may request the Subscriber or any Other Subscriber to purchase Shares on any Drawdown Date in an amount greater than the Subscriber’s or such Other Subscriber’s, as applicable, pro rata portion of all Unfunded Capital Commitments to the Fund to purchase Shares.
FOR ALL SUBSCRIBERS. If the Subscriber is an Individual, (a) the execution, delivery and performance by the Subscriber of this Subscription Agreement are within such person’s legal right and power, require no action by or in respect of, or filing with, any governmental body, agency or official, or any third party (except as disclosed in writing to the Company as of the date that this Subscription Agreement is signed by the Subscriber), and do not and will not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of any agreement, judgment, injunction, order, decree or other instrument binding upon such Subscriber or any material agreement or other instrument to which the Subscriber is a party or by which the Subscriber or any of his respective properties is bound, other than contraventions or defaults that do not impair or otherwise affect the Subscriber’s ability to perform its obligations under this Subscription Agreement or are not material to the Subscriber’s financial condition; and (b) this Subscription Agreement constitutes the legal, valid and binding obligation of the Subscriber enforceable against the Subscriber in accordance with its terms, subject to any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the execution, delivery or performance of this Subscription Agreement by the Subscriber, nor the consummation of the transactions contemplated hereby, will result in the creation or imposition of any lien or encumbrance upon any of the assets or properties of such Subscriber. If the individual subscribing in the Company is investing assets on behalf of an ▇▇▇, the individual who established the ▇▇▇ has signed the signature page of this Subscription Agreement and confirms that such individual (i) has directed the custodian or trustee of the ▇▇▇ to execute the acknowledgement on the signature page and (ii) has signed below to indicate that he or she has reviewed, directed and certifies to the accuracy of the representations and warranties made herein with respect to the ▇▇▇ and the individual Subscriber.
FOR ALL SUBSCRIBERS. Is the beneficial owner suspended or expelled from membership in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade? ¨ Yes ¨ No
FOR ALL SUBSCRIBERS. The delivery of a Drawdown Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price, as applicable, identified in each Drawdown Notice.
FOR ALL SUBSCRIBERS. On each Drawdown Date or Catch-Up Date, as applicable, the Subscriber shall pay the Drawdown Purchase Price or Catch-Up Purchase Amount to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Drawdown Notice.
FOR ALL SUBSCRIBERS. The Subscriber is or may become a person (including an entity) that has discretionary authority or control with respect to the assets of the Fund or a person who provides investment advice with respect to the assets of the Fund or an “affiliate” of such a person. (For purposes of the foregoing, an “affiliate” is any person controlling, controlled by or under common control with any such person, including by reason of having the power to exercise a controlling influence over the management or policies of such person.) ____ The Subscriber is “Comvest Related” (i.e., an affiliate of the Fund or the Management Company, or a Trustee, officer, employee or agent of the Fund or the Management Company or any of their respective affiliates). ____ The Subscriber is subject to the Freedom of Information Act, 5 U.S.C § 552 (“FOIA”), any state public records access laws, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any similar statutory or legal right that might result in the disclosure of confidential information relating to the Fund (together with FOIA, “Public Disclosure Laws”). Please indicate the relevant Public Disclosure Laws to which the Subscriber is subject.
FOR ALL SUBSCRIBERS. The Fund shall not recognize for any purpose any purported Transfer of all or any fraction of the Shares and shall be entitled to treat the transferor of Shares as the absolute owner thereof in all respects, and shall incur no liability for distributions or dividends made in good faith to it, unless the Fund shall have given its prior written consent thereto and there shall have been filed with the Fund a dated notice of such Transfer, in form satisfactory to the Fund, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (1) contains the acceptance by the purchaser, assignee or transferee of all of the terms and provisions of this Subscription Agreement and its agreement to be bound thereby, and (2) represents that such Transfer was made in accordance with this Subscription Agreement, the provisions of the Offering Document and all applicable laws and regulations applicable to the transferee and the transferor.