Subscription and Purchase Price Clause Samples

The 'Subscription and Purchase Price' clause defines the terms under which a party subscribes to or purchases shares, units, or other interests in a company or fund, and specifies the price to be paid for such interests. Typically, this clause outlines the number of securities being acquired, the price per unit, and the total amount payable, as well as the timing and method of payment. Its core function is to ensure both parties have a clear, mutual understanding of the financial terms of the transaction, thereby preventing disputes over payment obligations and ownership rights.
Subscription and Purchase Price. (a) The total sum of the Purchase Price plus the Subscription Price for the ▇▇▇▇▇▇▇▇ Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business. i. The amount of the Subscription Price to be paid by ▇▇▇▇▇▇▇▇ to Newco in consideration for the ▇▇▇▇▇▇▇▇ Subscribed Shares shall be Reais Equivalent to U.S.$ 79,000,000 (the “Subscription Price”). ii. The amount of the Subscription Price equal to Reais Equivalent to approximately U.S.$710,000 shall be allocated to the stock capital account of Newco and the remaining amount of the Subscription Price shall be allocated to the capital reserve of Newco (the “Premium Reserve”). iii. The amount of the purchase price to be paid by ▇▇▇▇▇▇▇▇ to VCP in consideration for the ▇▇▇▇▇▇▇▇ Acquired Shares (the “Purchase Price”) shall be Reais Equivalent to U.S.$ 35,000,000 plus R$8,000,000 (eight million Reais).
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Subscription and Purchase Price. I hereby subscribe for ____________ preferred units of COR Development's units of ownership at $10.00 per unit. I hereby subscribe for ____________ common units of COR Development's units of ownership at $10.00 per unit. [NOTE TO INVESTORS: YOU MUST MAKE A MINIMUM INVESTMENT OF $1,000.00.] Simultaneously with the execution and delivery of this Subscription Agreement to COR Development, I am delivering a check made payable for the full amount of $____________ to COR Development, LLC.
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Subscription and Purchase Price i. Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase the number of Shares indicated in the above recitals hereof on the terms and conditions described herein. ii. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Shares is $1.00 per Share, for an Aggregate Purchase Price as set forth in the above recitals hereof. The Subscriber’s delivery of this Agreement to the Company shall be accompanied by payment for the Shares subscribed for hereunder, payable in United States Dollars, delivered to the Company in the manner proscribed in the Private Placement Memorandum. The Subscriber understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, the Subscriber is entering into a binding agreement.
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Subscription and Purchase Price. The undersigned ("Subscriber") hereby subscribes to _____________ shares of common stock, no par value ("Shares") of The Buck A Day Company Inc. ("Company"), a Canadian company organized under the laws of the Province of Ontario. The purchase price for the shares shall be $________________ USD in the aggregate. Such consideration shall be paid upon the execution of this Agreement.
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Subscription and Purchase Price. (a) Offering. The Company will raise up to C$2,000,000 by the Final Closing Date (as defined below).
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Subscription and Purchase Price. The Investor hereby irrevocably subscribes for and agrees to purchase from the Issuer the number of Shares set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. The Subscription Amount will be paid by Investor as follows: (i) $3,924,976 of the Subscription Amount shall be satisfied by the contribution by the Investor to the Issuer of that certain ▇▇▇▇▇▇▇ and Restated Promissory Note, dated as of December 30, 2022, by and between SPAC and the Investor in the principal amount of $3,924,976 (the “Promissory Note”), which reflect borrowings through the date hereof; (ii) $360,000 of the Subscription Amount shall be satisfied by the settlement of administrative fees receivables in the aggregate amount of $360,000 (the “Administrative Fee Receivable”) owed by the SPAC to Investor (the aggregate amount of (i) and (ii) collectively, the “Contribution and Settlement Amount”); and (iii) the payment by Investor to Issuer of the aggregate amount of cash equal to $2,057,313 (the “Cash Subscription Amount” and together with the Contribution and Settlement Amount, the “Purchase Price”). The Investor acknowledges and agrees that the Issuer reserves the right to accept or reject the Investor’s subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance, and the same shall be deemed to be accepted by the Issuer only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Issuer; the Issuer may do so in counterpart form.
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Subscription and Purchase Price. Ma’aden (directly or through a subsidiary) shall purchase new common stock from Ivanhoe Electric at a price per share of USD 12.38. The Strategic Investment by Ma’aden will represent a 9.9% shareholding in Ivanhoe Electric on a basic basis at the closing of the transaction. Ma’aden will have the right, in accordance with Clause 6 below, to subscribe for additional shares of common equity in certain circumstances.
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Subscription and Purchase Price 
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Related to Subscription and Purchase Price

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Closing Purchase Price (a) The closing (the “Closing”) of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities shall be held at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 6:00 a.m., San Francisco time on the third business day after and excluding the date on which the conditions to Closing set forth in Article VIII hereof (other than those conditions which by their nature are to be satisfied concurrently with the Closing) shall have been satisfied or waived or at such other place, time and date as agreed in writing by Purchaser and the Seller. The date on which the Closing shall occur is hereinafter referred to as the “Closing Date.” The Closing shall be deemed to occur as of the close of business on the Closing Date. (b) In consideration of the transfer of the Transferred Assets to Purchaser, and in reliance on the representations and warranties of Seller and the Canadian Subsidiary contained in this Agreement, at the Closing, Purchaser shall (i) pay Seller and the Canadian Subsidiary the aggregate amount of Eighty-Two Million Dollars ($82,000,000), which amount shall be adjusted as provided in this Section 2.4, Section 2.8 and Section 2.12(a), in cash (the “Cash Consideration”) by wire transfer of immediately available funds to an account or accounts designated in writing by Seller no later than one business day prior to Closing and (ii) assume the Assumed Liabilities. (c) All expenses and other liabilities arising from the North America Business up until the close of business on the Closing Date, including assessments levied against the Transferred Assets, salesperson advances, property and equipment rentals, amounts owing under the Canadian Lease, sales taxes, applicable copyright or other fees, sales and service charges, and similar prepaid and deferred items shall be prorated between Purchaser, on the one hand, and Seller and the Canadian Subsidiary, on the other hand, in accordance with the principle that Seller and its Affiliates shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period prior to the close of business on the Closing Date, and Purchaser shall be responsible for all expenses, costs and liabilities allocable to the conduct of the North America Business for the period after the close of business on the Closing Date; provided that, Seller and its Affiliates shall be solely responsible for all intercompany accounts among Seller and its Affiliates. The Cash Consideration shall be increased or decreased as required to effectuate the foregoing proration of expenses and liabilities. This Section 2.4(c) is subject to the provisions of Sections 2.8, 2.9 and 2.12. A preliminary schedule of such allocation, calculated in accordance with the foregoing as though the Closing had taken place on November 30, 2004, is attached hereto as Schedule 2.4(c). (d) The Cash Consideration shall be decreased by an amount equal to (i) any customer payments and deposits received by Seller or the Canadian Subsidiary prior to the close of business on the Closing Date but attributable to products or services to be provided by Purchaser after the close of business on the Closing Date (including any interest owing thereon), (ii) any other advance payments or deposits, to the extent any of the foregoing payments or deposits are attributable to products or services to be provided after the close of business on the Closing Date and (iii) the cost of all accrued vacation for Transferred Employees, as reflected on Section 4.12 of the Seller Disclosure Letter, as updated as of the Closing Date pursuant to Section 7.3 of this Agreement. A preliminary schedule of all such payments, deposits and accrued vacation, calculated in accordance with the foregoing as though the Closing had taken place on November 30, 2004, is attached hereto as Schedule 2.4(d). (e) At least 10 business days prior to the Closing, Seller will deliver to Purchaser a report with respect to the North America Business (the “Preliminary Report”), certified as to completeness and accuracy by Seller, showing in detail the preliminary determination of the adjustments referred to in Sections 2.4(c), 2.4(d), 2.8 and 2.12(a), which are calculated in accordance with such Section as of the Closing Date, together with any documents substantiating the determination of the adjustments to the Cash Consideration proposed in the Preliminary Report. The parties shall negotiate in good faith to resolve any dispute and to reach an agreement prior to the Closing Date on such preliminary adjustments to the Cash Consideration as of the Closing Date (provided that, in the absence of such agreement prior to the Closing Date, the Preliminary Report shall be used for determining any adjustments to the Cash Consideration at Closing) or thereafter in accordance with Section 2.4(f) below. The adjustments shown in the Preliminary Report, as adjusted by agreement of the parties, will be reflected as an adjustment to the Cash Consideration payable at the Closing. (f) Within 90 days after the Closing Date, Purchaser shall deliver to Seller a report with respect to the North America Business (the “Final Report”), showing in detail the final determination of any adjustments which were not calculated as of the Closing Date and containing any corrections to the Preliminary Report, together with any documents substantiating the final calculation of the adjustments proposed in the Final Report. If Seller shall conclude that the Final Report does not accurately reflect the adjustments and prorations to be made to the Cash Consideration in accordance with this Section 2.4, Seller shall, within 30 days after its receipt of the Final Report, provide to Purchaser its written statement of any discrepancies believed to exist. Purchaser and Seller shall use good faith efforts to jointly resolve the discrepancies within 30 days of Purchaser’s receipt of Seller’s written statement of discrepancies, which resolution, if achieved, shall be binding upon all parties to this Agreement and not subject to dispute or judicial review. If Purchaser and Seller cannot resolve the discrepancies to their mutual satisfaction within such 30-day period, Purchaser and Seller shall, within the following 10 days, jointly designate a national independent public accounting firm to be retained to review the Final Report together with Seller’s discrepancy statement and any other relevant documents. The parties agree that the foregoing independent public accounting firm shall not be one that is regularly engaged by Purchaser or Seller. Such firm shall report its conclusions as to adjustments pursuant to this Section 2.4, which shall be conclusive on all parties to this Agreement and not subject to dispute or judicial review. The conclusion of such firm with respect to each discrepancy shall be within the range established for such item by the Final Report and Seller’s discrepancy statement. If Purchaser or Seller is determined to owe an amount to the other, the appropriate party shall pay such amount thereof to the other within three business days after receipt of such determination. The cost of retaining such independent public accounting firm shall be borne equally by the parties.