Subscription and Purchase. a) The Offering will begin on the qualification date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier. b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp Naturals, Inc. c) Upon receipt of the Funds to the Company, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933. d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 4 contracts
Sources: Subscription Agreement (Hemp Naturals, Inc.), Subscription Agreement (Hemp Naturals, Inc.), Subscription Agreement (Hemp Naturals, Inc.)
Subscription and Purchase. a) The Offering will begin on commence no later than two business days following the qualification date earlier of the Offering Statement determination of the offering price or the date the offering circular is first used after qualification by the Commission in connection with this offering or sale and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp NaturalsC2 Blockchain, Inc.
c) Upon receipt of the Funds to the Company, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 4 contracts
Sources: Subscription Agreement (C2 Blockchain,Inc.), Subscription Agreement (C2 Blockchain,Inc.), Subscription Agreement (C2 Blockchain,Inc.)
Subscription and Purchase. a) The Offering will begin on the qualification date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp NaturalsElektros, Inc.
c) Upon receipt of the Funds to the Company, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 3 contracts
Sources: Subscription Agreement (Elektros, Inc.), Subscription Agreement (Elektros, Inc.), Subscription Agreement (Elektros, Inc.)
Subscription and Purchase. (a) The Offering will begin on the qualification date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
; (b) Contemporaneously contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order other form of payment made payable to Hemp Naturals, Inc.
SNM Global Opportunities; (c) Upon receipt of the Funds to the Company, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Pacific Stock Transfer, LLC Transfer (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
; ( d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 2 contracts
Sources: Subscription Agreement (SNM Global Holdings), Subscription Agreement (SNM Global Holdings)
Subscription and Purchase. a) The Offering will begin on the qualification effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp Naturals, Inc.McGraw Conglomerate Corporation.
c) Until the Offering is closed or the Minimum Offering is achieved, payment of the Purchase Price shall be received by the Escrow Bank from the Purchaser and, thereafter, such payment is received by the Company.
d) As described in greater detail in the Offering Circular, Esquire Bank will serve as escrow bank (the “Escrow Bank”) until the Offering achieves its stated Minimum Offering and the Escrow Agent instructs the Escrow Bank to release such Funds to the Company. The associated escrow will concurrently terminate when the Offering so “breaks escrow.”
e) Upon receipt release of the Funds to the CompanyCompany by the Escrow Bank, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Island Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
df) If any such subscription is acceptedaccepted and the Offering achieves the Minimum Offering and therefore “breaks escrow,” the associated Funds are delivered by the Escrow Bank (less associated escrow fees) to the Company, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 2 contracts
Sources: Subscription Agreement (McGraw Conglomerate Corp), Subscription Agreement (McGraw Conglomerate Corp)
Subscription and Purchase. a) The Offering will begin on the qualification effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by wire (see wiring instructions below), check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp NaturalsVerax Research, for the benefit of the Company during the Offering Period.
i. Wiring Instructions: Routing # Account # Accountholders Address: Verax Research, Inc.
c) For the duration of the Offering Period, payment of the Purchase Price shall be received by Dalmore Group, LLC in its capacity as the Company’s Selling Agent from the Purchaser.
d) Purchaser acknowledges there will be no escrow agent, the Funds (concurrent with the subscription being accepted) will be deposited in the Company’s operating account.
e) Upon receipt release of the Funds to the CompanyCompany by the Escrow Agent, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC the stock transfer agent to be engaged no later than concurrent with the Offering being SEC-qualified (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
df) If any such subscription is accepted, the associated Funds are delivered by the Escrow Agent (less associated escrow fees) to the Company, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 1 contract
Sources: Subscription Agreement (Verax Research Services, Inc.)
Subscription and Purchase. a) The Offering will begin on the qualification effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by wire (see wiring instructions below), check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp NaturalsVerax Research, for the benefit of the Company during the Offering Period.
i. Wiring Instructions: Bank: Routing # Account # Acct Name: Accountholders Address: Verax Research, Inc.
c) For the duration of the Offering Period, payment of the Purchase Price shall be received by Dalmore Group, LLC in its capacity as the Company’s Selling Agent from the Purchaser.
d) Purchaser acknowledges there will be no escrow agent, the Funds (concurrent with the subscription being accepted) will be deposited in the Company’s operating account.
e) Upon receipt release of the Funds to the CompanyCompany by the Escrow Agent, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock VStock Transfer, LLC in its capacity as the Company's stock transfer agent and registrar (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
df) If any such subscription is accepted, the associated Funds are delivered by the Escrow Agent (less associated escrow fees) to the Company, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 1 contract
Sources: Subscription Agreement (Verax Research Services, Inc.)
Subscription and Purchase. a) The Offering will begin on the qualification effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp Naturals, Inc.McGraw Conglomerate Corporation.
c) Until the Offering is closed, payment of the Purchase Price shall be received by the Escrow Bank from the Purchaser and, thereafter, such payment is received by the Company.
d) As described in greater detail in the Offering Circular, Esquire Bank will serve as escrow bank (the “Escrow Bank”) until the Offering achieves its stated Minimum Offering and the Escrow Agent instructs the Escrow Bank to release such Funds to the Company. The associated escrow will concurrently terminate when the Offering so “breaks escrow.”
e) Upon receipt release of the Funds to the CompanyCompany by the Escrow Bank, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V ___________ Stock Transfer, LLC ___ (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
df) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 1 contract
Subscription and Purchase. a) The Offering will begin on the qualification effective date of the Offering Statement and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously with the execution and delivery of this Agreement, Purchaser shall pay the Purchase Price for the Shares by check (Online “E-Check,” ACH debit transfer or Traditional Paper Check) or money order made payable to Hemp Naturals, Inc.McGraw Conglomerate Corporation.
c) Until the Offering is closed or the Minimum Offering is achieved, payment of the Purchase Price shall be received by the Escrow Bank from the Purchaser and, thereafter, such payment is received by the Company.
d) As described in greater detail in the Offering Circular, Esquire Bank will serve as escrow bank (the “Escrow Bank”) until the Offering achieves its stated Minimum Offering and the Escrow Agent instructs the Escrow Bank to release such Funds to the Company. The associated escrow will concurrently terminate when the Offering so “breaks escrow.”
e) Upon receipt release of the Funds to the CompanyCompany by the Escrow Bank, Purchaser shall receive notice and evidence of the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V ___________ Stock Transfer, LLC ___ (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
df) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart of this Agreement, (ii) a certificate or certificates for the Shares being purchased, registered in the name of the Purchaser or uncertificated shares by registering such shares in the Company’s books and records as book-entry shares and take all action necessary to provide Purchaser with evidence of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoing, the Funds deposited in payment for the Shares purchased will be released to the Company. If any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted with such subscription to the subscriber.
Appears in 1 contract
Sources: Subscription Agreement (Verax Research Services, Inc.)
Subscription and Purchase. a) The Offering will begin on the qualification date of the Offering Statement 2.1 Subject to and continue until the Company has sold all of the Shares offered hereby or on such earlier date as the Company may close or terminate the Offering. Any subscription for Shares received will be rejected by the Company within 30 days of receipt thereof or the termination date of this Offering, if earlier.
b) Contemporaneously in accordance with the execution and delivery provisions of this Agreement, the Issuer undertakes to the Arranger, the Joint Lead Managers, the Initial Notes Purchaser shall pay and the VFN Purchaser to issue the Notes in accordance with this Agreement and the Trust Deed and on or prior to the Closing Date, execute the Transaction Documents to which it is expressed to be a party and:
(a) on the Issue Date, the Joint Lead Managers undertake to the Issuer to subscribe for and purchase £300,000,000 of the Class A Notes (the Offered Class A Notes) at a purchase price of 100 per cent. (the JLM Class A Purchase Price Price) in accordance with the provisions of this Agreement;
(b) on the Issue Date, the Initial Notes Purchaser undertakes to the Issuer to subscribe for and purchase £2,000,000,000 of the Shares by check Class A Notes (Online “E-Check,” ACH debit transfer or Traditional Paper Checkthe Retained Class A Notes) or money order made payable to Hemp Naturals, Inc.at a purchase price of 100 per cent. (the Initial Notes Purchaser Class A Purchase Price) in accordance with the provisions of this Agreement; and
(c) Upon receipt of on the Funds Issue Date, the VFN Purchaser undertakes to the CompanyIssuer that, Purchaser shall receive notice subject to and evidence of in accordance with the digital entry (or other manner of record) of the number of Shares owned by the Purchaser reflected on the books and records of the Company and verified by V Stock Transfer, LLC (the “Transfer Agent”) which books and records shall bear the notation that the Shares were sold in reliance upon Regulation A under the Securities Act of 1933.
d) If any such subscription is accepted, the Company will promptly deliver or mail to the Purchaser (i) a fully executed counterpart provisions of this Agreement, it will subscribe for £337,935,000 of the Class Z VFN and pay such subscription amount of the Class Z VFN at a purchase price of 100 per cent (iithe Class Z VFN Purchase Price). For the avoidance of doubt, the Common Services Provider will release the Retained Class A Notes purchased by the Initial Notes Purchaser directly to such account of the Initial Notes Purchaser as it shall direct.
2.2 The Issuer confirms that:
(a) a certificate it has authorised each of the Joint Lead Managers to offer the Offered Class A Notes on its behalf to third parties for subscription at the JLM Class A Purchase Price;
(b) it has prepared the Preliminary Prospectus, the Investor Presentation Material and the Prospectus, and hereby authorises each of the Joint Lead Managers to distribute copies of the Prospectus in connection with the offering of the Offered Class A Notes subject to the provisions of Clause 14 (Note Purchaser’s Representations, Warranties and Undertakings) (and acknowledges that copies of each of the Preliminary Prospectus and the Investor Presentation Material having already been distributed by the Joint Lead Managers with its consent); and
(c) each of the Joint Lead Managers may make arrangements on the Issuer's behalf for announcements in respect of the Offered Class A Notes to be published on such dates and in such newspapers or certificates for other publications as the Shares being purchasedJoint Lead Managers may agree with the Issuer, registered provided that the requirements of the Prospectus Directive are met in respect of each such announcement.
2.3 Each of the Issuer, YBS and Accord acknowledges that, with respect to the transactions contemplated by this Agreement, the Prospectus and in the name Transaction Documents, the Arranger and the Joint Lead Managers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and not as a financial adviser or fiduciary to the Issuer, YBS, Accord or any other person, and that the Arranger and the Joint Lead Managers are not advising the Issuer, YBS, Accord or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction.
2.4 Each of the Purchaser or uncertificated shares by registering Issuer, YBS and Accord acknowledges that it has had opportunity to consult, and has consulted, with its own advisers concerning such shares in the Company’s books matters and records as book-entry shares shall be responsible for making its own independent investigation and take all action necessary to provide Purchaser with evidence appraisal of the uncertificated book-entry shares and (iii) if the subscription has been accepted only in part, a refund of the Funds submitted for Shares not purchased. Simultaneously with the delivery or mailing of the foregoingtransactions contemplated by this Agreement, the Funds deposited in payment for Prospectus and the Shares purchased will Transaction Documents and the Arranger and the Joint Lead Managers shall not be released responsible or liable to the Company. If Issuer, YBS, Accord or to any such subscription is rejected by the Company, the Company will promptly return, without interest, the Funds submitted other person with such subscription to the subscriberrespect thereto.
Appears in 1 contract
Sources: Subscription Agreement