Subscription for Units and Representations by and Covenants of Subscriber Clause Samples

This clause establishes the subscriber's agreement to purchase units in an entity and sets forth the representations and covenants made by the subscriber as part of the subscription process. It typically requires the subscriber to confirm their eligibility to invest, such as meeting certain legal or financial qualifications, and to agree to abide by specific obligations or restrictions related to the investment. The core function of this clause is to ensure that the subscriber is legally qualified and bound by the terms of the subscription, thereby protecting the entity from regulatory issues and clarifying the subscriber's commitments.
Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price subject to the Company's right to sell to the Subscriber such lesser number of Units as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to United States Trust Company of New York, as Escrow Agent for FutureLink, or by wire transfer of funds, contemporaneously with the execution and delivery of this Subscription Agreement. The Notes and Warrants will be delivered by the Company within 10 days following the consummation of this offering as set forth in Article III hereof. The Subscriber understands however, that this purchase of Units is contingent upon the Company making sales of a minimum of 40 Units ($2,000,000 principal amount of Notes and 5,000,000 Warrants) prior to the Termination Date as defined in Article III hereof. 1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; and (iv) an investor could suffer the loss of his entire investment, as well as other risk factors as more fully set forth herein and in the Term Sheet and the exhibits thereto. 1.3 The Subscriber represents and warrants that he is an "accredited investor" as such term in defined in Rule 501 of Regulation D promulgated under the United States Securities Act of 1933, as amended (the "Act"), as indicated by his responses to the Investor Questionnaire, and that he is able to bear the economic risk of an investment in the Units. The Subscriber further represents and warrants that the information furnished in the Investor Questionnaire is accurate and complete in all material respects. 1.4 The Subscriber acknowledges that he has prior investment experience, including investment in non-listed and non-registered securities and that he recognizes the highly speculative nature of this investment. 1.5 The Subscriber acknowledge...
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Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $50,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price. The purchase price for the Units is payable by delivery of a certified or bank check made payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Markiles, LLP Trust Account F/B/O GVI Security Solutions Inc., or by wire transfer to the following account: Account Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Markiles, LLP Trust Account. Bank Name: National Bank of California Bank Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, CA 91403 ABA#: ▇▇▇▇▇▇▇▇▇ Account #: 003209873 Reference: F/B/O GVI Security Solutions, Inc. The Notes and certificates evidencing the shares of Common Stock purchased in the Offering will be delivered by the Company within ten days following the consummation of this Offering. 1.2 The Subscriber recognizes that the purchase of Units involves a high degree of risk in that (i) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) he may not be able to liquidate his investment; (iii) transferability of the securities comprising the Units is extremely limited; (iv) the Company does not currently have a sufficient number of shares of authorized Common Stock to permit the conversion of the Notes or the payment of in kind interest thereon, and will need to amend its certificate of incorporation to increase its authorized shares of Common Stock and/or effect a reverse split of its outstanding Common Stock; and (v) the Company may be unable to repay the Notes without obtaining additional financing. 1.3 The Subscriber represents and warrants that it is an “accredited investor” as such term in defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that it is able to bear the economic risk of an investment in the Units. Specifically, Subscriber is (check appropriate items(s)): (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insura...
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Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, Subscriber hereby subscribes for and agrees to purchase from the Company such Units as is set forth upon the Subscription Certificate annexed to this Agreement at the price per Unit specified in the Subscription Certificate, and the Company agrees to sell such Units to Subscriber for said purchase price subject to the Company’s right to sell to Subscriber such lesser number of Units as it may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to ▇▇▇▇▇▇ Holdings, Inc., contemporaneously with the execution and delivery of this Subscription Agreement with respect to the Units; provided, however that the Company may agree to accept, in its sole discretion, securities or other property or services in lieu of cash. 1.2 Subscriber recognizes that the purchase of the Units involves a high degree of risk in that (i) an investment in the Company is speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Units; (ii) there may be no means of liquidating the investment; and (iii) transferability of the Units is extremely limited, as well as other risk factors, as more fully set forth in Annex A hereto and in information made available by the Company in relation to the Offering (collectively the “Offering Information”). 1.3 Subscriber represents that it is one of the following:
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Subscription for Units and Representations by and Covenants of Subscriber. 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units as is set forth upon the signature page hereof at a price equal to $100,000 per Unit, and the Company agrees to sell such Units to the Subscriber for said purchase price, subject to the Company's right to sell to the Subscriber such lesser number of Units, or no Units, as the Company may, in its sole discretion, deem necessary or desirable. The purchase price is payable by certified or bank check made payable to "American Stock Transfer and Trust Company, as Escrow Agent for drk▇▇▇.▇▇▇, ▇nc." or by wire
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Subscription for Units and Representations by and Covenants of Subscriber 
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Related to Subscription for Units and Representations by and Covenants of Subscriber

  • REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

  • REPRESENTATIONS BY AND COVENANTS OF THE COMPANY The Company hereby represents and warrants to the Subscriber that:

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Representations, Warranties and Covenants of Stockholder Each Stockholder hereby represents, warrants and covenants to Company as follows: (a) Such Stockholder has full power and legal capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. The execution and delivery of this Agreement by such Stockholder does not, and the performance of such Stockholder's obligations hereunder will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right to terminate, amend, accelerate or cancel any right or obligation under, or result in the creation of any lien or encumbrance on any Shares or New Shares pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or the Shares or New Shares are or will be bound or affected. (b) Each Stockholder has read Section 6.05 of the Merger Agreement and understands the Parent's restrictions thereunder. (c) Each Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares, or make any offer or agreement relating thereto, at any time prior to the Expiration Date other than to a transferee that agrees to be bound by the terms of this voting agreement and the proxy attached hereto. Each Stockholder understands and agrees that if such Stockholder attempts to transfer, vote or provide any other person with the authority to vote any of the Shares other than in compliance with this Agreement, Parent shall not, and each Stockholder hereby unconditionally and irrevocably instructs Parent to not, permit any such transfer on its books and records, issue a new certificate representing any of the Shares or record such vote unless and until such Stockholder shall have complied with the terms of this Agreement.

  • Representations and Warranties of Subscriber By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):