Subscription for Shares and Warrants Clause Samples

The 'Subscription for Shares and Warrants' clause outlines the terms under which an investor agrees to purchase a specified number of shares and accompanying warrants from a company. Typically, this clause details the price per share, the number of shares and warrants to be issued, and any conditions precedent to the subscription, such as regulatory approvals or completion of due diligence. Its core function is to formalize the investor's commitment and the company's obligation to issue the securities, thereby providing certainty and structure to the investment transaction.
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Subscription for Shares and Warrants. 3.1 On the First Completion, the Investor agrees to subscribe for, and the Company agrees to issue as fully paid and non-assessable, the Tranche One Subscription Shares free from any Encumbrance and on the terms of this Agreement in consideration for the payment by the Investor of the Tranche One Aggregate Subscription Price to the Company. 3.2 The Second Completion shall be conditional upon: (a) the First Completion occurring; (b) a resolution having been passed at a special meeting of the Shareholders of the Company approving the subscription for and the issue of the Tranche Two Subscription Shares, the Warrants and, upon exercise of any Warrants, the Common Shares underlying such Warrants to the Investor in accordance with the TSX Listing Rules and written acceptance thereof by the TSX (the “Tranche Two Condition”); and (c) the Company providing to the Investor evidence that the Tranche Two Condition has been satisfied. 3.3 Subject to the satisfaction of the Tranche Two Condition and the satisfaction or the waiver by the Investor of the other conditions in Clause 3.2 above on or before the Longstop Date, on the Second Completion, the Investor agrees to subscribe for, and the Company agrees to issue as fully paid and non-assessable, the Tranche Two Subscription Shares and the Warrants, in each case free from any Encumbrance and on the terms of this Agreement in consideration for the payment by the Investor of the Tranche Two Aggregate Subscription Price to the Company. 3.4 The Company must use all commercially reasonable efforts to ensure that the Tranche Two Condition and the other conditions in Clause 3.2 are satisfied as soon as possible after the execution of this Agreement and to send notice of the special meeting referred to in Clause 3.2 by no later than 31 March 2021 and convene the special meeting referred to in Clause 3.2 for a date no later than 21 May 2021. 3.5 The Company shall: (a) give notice in writing to the Investor as soon as reasonably practicable after the Company becomes aware that the Tranche Two Condition has been satisfied or has become incapable of being satisfied; and (b) provide to the Investor as soon as practicable any document or other reasonable evidence that evidences that the Tranche Two Condition has been satisfied or has become incapable of being satisfied. 3.6 The Company shall procure that any Subscription Shares that are issued pursuant to this Clause 3 are issued with effect from 9.30 am (EST) on the applicable dat...
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Subscription for Shares and Warrants. The undersigned, intending to be legally bound, hereby irrevocably applies to purchase from Xedar Corporation, a Colorado corporation (the “Company”), that number of shares of no par value common stock of the Company (the “Shares”) and warrants for the purchase of shares of no par value common stock of the Company at an exercise price of $1.00 per share (the “Warrants”) as indicated below. The Shares and Warrants are each a “Security” and may be referred to collectively herein as the “Units” or the “Securities.” The Company is a public company whose no par value common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and traded on the OTCBB operated by NASDAQ under the symbol XDRC.OB. However, neither the Shares nor the Warrants to be issued in this offering shall be registered pursuant to a registration statement filed with the United States Securities and Exchange Commission (the “SEC”), and the securities to be issued in this offering shall be “restricted securities” as that term is defined pursuant to Rule 144(a)(3) of the Securities Act of 1933, as amended (the “Act”). This subscription is submitted to the Company in accordance with and subject to the terms and conditions described herein and in the exhibits, schedules, and attachments hereto, and the information incorporated herein by reference, including, but not limited to the “Risk Factors” attached hereto as Exhibit A, the Investor Qualification Certificate attached hereto as Exhibit B, and the form of Warrant attached hereto as Exhibit C (collectively, the “Subscription Documents”). Capitalized terms not defined herein shall have the meaning given them in the Subscription Documents. The signature of the undersigned below constitutes the execution of this Subscription Agreement.
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Subscription for Shares and Warrants. The Company is offering (“Offering”) up to an aggregate of 1,101,036 shares (“Shares”) of the Company’s common stock (“Common Stock”) to investors executing subscription agreements from time to time in form and substance substantially identical to this Subscription Agreement. The purchase price per share to each such investor shall be $0.91. For each Share purchased in the Offering, the investor shall receive one warrant (“Warrant”) to purchase one share of Common Stock at an exercise price of $0.91, such Warrants exercisable immediately for a period of five years subject to the terms and conditions set forth in Exhibit A hereto. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase _______ Shares. The total purchase price for my Shares is $_______. Concurrently herewith, the Company may engage in another offering of up to 1,098,902 shares of its Common Stock at a price per share of $0.91 (“Concurrent Offering”). The closing of the Concurrent Offering is not contingent upon the Closing of this Offering and the closing of this Offering is not contingent upon the closing of the Concurrent Offering.
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Subscription for Shares and Warrants. 1.1 Subscription for Shares 1.2 Subscription for Warrants 1.3 Placement Fee 1.4 Closing 2. Representations and Warranties of the Company 2.1 Organization and Standing 2.2 Corporate Power 2.3 Capitalization 2.4 Authorization
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Subscription for Shares and Warrants 
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Related to Subscription for Shares and Warrants

  • Subscription for Shares For the sum of US$25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby agrees to issue the Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall update its register of members accordingly. All references in this Agreement to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. The one Class B Ordinary Share currently held by the Subscriber following the incorporation of the Company shall be repurchased by the Company at par immediately following the issue of the Shares by the Company.

  • Subscription for Units I hereby irrevocably subscribe for the amount of Units (and partial Units rounded to four decimal places) of Limited Partnership Interest (“Units”) of Abingdon Futures Fund L.P. (the “Partnership”) as indicated on page B-7 hereof and as described in the Private Placement Offering Memorandum and Disclosure Document dated August 1, 2009, as amended or supplemented from time to time (the “Memorandum”). I understand that each Unit will be offered at Net Asset Value per Unit on the date of sale. Simultaneous with my delivery of this subscription agreement to Credit Suisse Securities (USA) LLC (the “Placement Agent”), I will either (a) complete and deliver to the Placement Agent the letter in the form attached hereto as Exhibit II, to authorize the Placement Agent to transfer by wire from my brokerage account with the Placement Agent, to the Partnership, monies sufficient to purchase the Units for which I am subscribing, or (b) deliver a check to the Placement Agent payable to the Partnership in an amount sufficient to purchase the Units for which I am subscribing for delivery by the Placement Agent to the General Partner. I understand that all capitalized terms used in this subscription agreement (“Subscription Agreement”) that are not separately defined herein shall have the respective meanings set forth in the Memorandum. I am aware that this subscription is not binding on the Partnership unless and until it is accepted by Ceres Managed Futures LLC, a limited liability company organized under the laws of the State of Delaware and the Partnership’s general partner (the “General Partner”), which may reject this subscription in whole or in part for any reason whatsoever. I understand that the General Partner will advise me within five business days of receipt of my funds and this Subscription Agreement if my subscription has been rejected. I further understand that if this subscription is not accepted, the full amount of my subscription will be promptly returned to me without deduction.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Consideration for Shares The Trustees may issue Shares of any Series for such consideration (which may include property subject to, or acquired in connection with the assumption of, liabilities) and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split-up), all without action or approval of the Shareholders. All Shares when so issued on the terms determined by the Trustees shall be fully paid and nonassessable (but may be subject to mandatory contribution back to the Trust as provided in Section 6.1(l) hereof). The Trustees may classify or reclassify any unissued Shares, or any Shares of any Series previously issued and reacquired by the Trust, into Shares of one or more other Series that may be established and designated from time to time.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.