Subscription Certificates Clause Samples

The Subscription Certificates clause defines the process and requirements for issuing certificates to subscribers as evidence of their subscription to shares or interests in a company or fund. Typically, this clause outlines the form, timing, and conditions under which these certificates are provided, such as after payment is received or upon completion of certain administrative steps. Its core function is to provide subscribers with formal documentation of their ownership or participation, ensuring clarity and legal recognition of their rights.
Subscription Certificates. Each Subscription Certificate shall evidence the Subscription Rights of the Holder therein named to purchase Common Stock upon the terms and conditions set forth in the Subscription Documents.
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Subscription Certificates. (a) For the purpose of registering the execution of the Capital Increase in the Commercial Register, the Joint Bookrunners shall each deliver to the Company on behalf of the Underwriters a subscription certificate (each a “Subscription Certificate”) (Zeichnungsschein) on June 23, 2014, 8:00 a.m. CEST, duly signed in duplicate form pursuant to Section 185 of the German Stock Corporation Act (AktG), and each representing up to 50,000,000 New Shares (total up to 300,000,000 shares), such Subscription Certificates, in accordance with their terms, to expire on June 25, 2014, 12:00 a.m. (midnight) CEST. In subscribing to the New Shares, each of the Joint Bookrunners will subscribe to New Shares equalling its respective Commitment in its own name and as to the remainder of the New Shares to be subscribed pursuant to the preceding sentence in its own name but for the account of the other Underwriters. Each Joint Bookrunner shall effect payment of the Issue Price of the New Shares subscribed for by it on behalf of the Underwriters prior to June 23, 2014, 8:00 a.m. CEST, to a special account of the Company at UBS Limited (the “Accountholding Bank”) such account entitled “Sonderkonto Kapitalerhöhung” (the “Capital Increase Account”), being non-interest bearing and free of charges. Upon payment of the amount referred to above, the Accountholding Bank shall on June 23, 2014, 8:00 a.m. CEST, on behalf of the Underwriters, cause delivery to the Company of a certificate, confirming such credit pursuant to Sections 203(1), 188(2), 36(2), 36a(1) and 37(1) AktG. (b) Promptly upon receipt of the Subscription Certificates and the payment confirmation pursuant to subsection 2(a) of this Article 2, the Company shall effect the registration of the execution of the Capital Increase in the Commercial Register. (c) Without undue delay upon the registration of the Capital Increase with the Commercial Register, but at the latest by June 24, 2014, 3:00 p.m. CEST, the Company shall, per telefax in advance, furnish the Joint Bookrunners on behalf of the Underwriters with a certified copy of the registration notice of the Commercial Register and a certified excerpt from the Commercial Register evidencing the Capital Increase. (d) If the registration of the execution of the Capital Increase with the Commercial Register has not been effected by June 25, 2014, 12:00 a.m. (midnight) CEST, the Subscription Certificates for the New Shares shall expire and the Accountholding Bank may cancel on b...
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Subscription Certificates. Each La/Cal ▇▇ ▇▇▇ty shall have executed and delivered to Acquisition II a Subscription Certificate in the form attached hereto as Exhibit E.
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Subscription Certificates. (a) The Agent shall, from a list of the Company's Stockholders on the Record Date (which list shall be prepared by the Agent in its capacity as Transfer Agent and Registrar for the Common Stock), prepare and record Subscription Certificates in the names of the Stockholders of the Company as of the Record Date, setting forth the number of Rights to subscribe to Common Stock calculated on the basis of one Right to subscribe for and purchase one share of Common Stock for each 8.84042 shares of Common Stock held by each Stockholder on the Record Date, provided, however, that the number of Rights 3 distributed to each Stockholder will be rounded down to the nearest whole number and no fractional Rights or cash in lieu thereof will be issued. All questions as to the validity and eligibility of any rounding of fractional rights shall be determined by the Company in its sole discretion, and its determination shall be final and binding. Each Subscription Certificate shall be dated as of the Record Date. (b) Reference is made to the Final Prospectus for a complete description of the Rights. (c) The Subscription Certificates shall be executed on behalf of the Company by its Chairman or President and by its Secretary or Assistant Secretary by facsimile signature. Upon written notice from the Company executed by its Chairman, President, any Vice President, Secretary or Assistant Secretary as to the effective date of the Registration Statement, the Agent shall as promptly as practicable deliver the Subscription Certificates, together with a copy of the Prospectus, Instructions for Completing Subscription Certificates and all other ancillary documents relating to the Rights Offering, to all Stockholders as of the Record Date. The form of Subscription Certificate and Instructions for Completing Subscription Certificates are attached hereto as Exhibits A and B, respectively. If an officer whose signature has been placed upon a Subscription Certificate shall cease to hold such office at any time thereafter, such event shall have no effect on the validity of such Subscription Certificate. (d) The Agent shall keep or cause to be kept, at its principal offices in New York, New York, books for registration of the Rights hereunder. Such books shall show the names and addresses of the respective holders of the Rights and the number of Rights evidenced by each outstanding Subscription Certificate.
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Related to Subscription Certificates

  • Legend on Certificates The certificates representing the Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Legends on Certificates All Lock-Up Shares now or hereafter owned by the Stockholder, except any shares purchased in open market transactions by Stockholders that are not affiliates (as such term is defined under securities laws) of the Company, shall be subject to the provisions of this Agreement and the certificates representing such Lock-Up Shares shall bear the following legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE, HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AGREEMENT, A COPY OF WHICH MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION.

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).