Subscription Offer Sample Clauses

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby irrevocably offers to purchase ------------------ Units (the "Securities"), each Unit consisting of one share of Common Stock and one Class "A" Warrant and one Class "B" Warrant at a purchase at a price of $.25 per Unit, for a total purchase price of $-------------------. The price is payable in full by check payable to "▇▇▇▇▇▇▇▇▇▇ Bank, on behalf of Managed Acquisition Corp." or by wire transfer or money order.

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby offers to purchase _____ shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), at a price per share of $1.00, for a total purchase price of $__________ (the "Purchase Price"). Such offer can be revoked only upon written notice by the Subscriber to the Company, which notice is received by the Company prior to acceptance of the offer. The Purchase Price is payable in full by check made payable to "Key Bank National Association, Wentworth III, Inc. Escrow Account administered by Corporate Stock Transfer" and sent to Corporate Stock Transfer, Inc., as Administrator for Wentworth III, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Subscription Offer. The Company shall not issue (a "Primary Issuance") equity securities, or securities convertible into equity securities, of the Company to any person (a "Primary Purchaser") unless the Company has offered to issue to each of the other Shareholders, on a pro rata basis, an opportunity to purchase such securities on the same terms, including price, and subject to the same conditions as those applicable to the Primary Purchaser. Notwithstanding the foregoing, this Section 6 shall not apply to the issuance of options, warrants or rights to subscribe for shares of Common Stock to officers, directors, employees, consultants or agents of the Company pursuant to the termsof any stock option plan or arrangement approved by the Board of Directors, or the issuance of shares of its Common Stock upon the exercise of any such stock options, warrants or rights; PROVIDED, HOWEVER, that the aggregate number of shares of Common Stock that may be issued under such stock option plan or arrangement without application of this Section 6 to such issuance shall not exceed, in the aggregate, 482,000 shares (appropriately adjusted for stock splits, dividends and/or combinations).

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby offers to purchase _____ shares (the "Shares") of the Company's common stock, par value $.0001 per share (the "Common Stock"), at a price per share of $1.00, for a total purchase price of $__________ (the "Purchase Price"). Such offer can be revoked only upon written notice by the Subscriber to the Company, which notice is received by the Company prior to acceptance of the offer. The Purchase Price is payable in full by check made payable to "First National Bank of Long Island, Samdrew III, Inc. Escrow Account."

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby irrevocably offers to purchase ------------------ Shares of Common Stock at $0.40 per share and ____________ class "A" Warrants and _________ Class "B" Warrant each at a purchase at a price of $.10 per Warrant, for a total purchase price of $-------------------. The price is payable in full by check payable to "Chittenden Bank, on behalf o▇ ▇▇▇▇▇▇▇▇IONAL TEST SYSTEMS, INC." or by wire transfer or money order.

Subscription Offer. The Company will offer to holders of its Common Stock of record at the close of business on _____________, 1996 the right to purchase shares of Common Stock at a price of $7.00 per share on the basis of one right to purchase one-quarter of one share of Common Stock for every share of Common Stock held. The Company will, or will cause its Transfer Agent to, mail Rights Certificates to such holders of Common Stock as promptly as practicable after the Registration Statement becomes effective, and in any event will complete such mailing not later than midnight on the day next succeeding the effective date of the Registration Statement, unless you shall consent to a later time in writing. At the time of the commencement of the mailing ("Time of Mailing") of the Rights Certificates to such holders, the Company will notify each of the Standby Purchasers of such mailing, and the Company will advise each of the Standby Purchasers daily during the period of such offer of the subscriptions received and of sales. Not later than 10 A.M., New York City Time, on the first full business day following the Expiration Date, the Company will notify each Standby Purchaser by telephone of the total number of shares of Common Stock subscribed for by holders of Rights Certificates and the resulting amount of Unsubscribed Securities and will confirm such notice in writing. The Standby Purchasers shall be entitled to rely on such notice as to the amount of Unsubscribed Securities to be purchased by them in accordance with Schedule A hereto.

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby irrevocably offers to purchase _____ shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), at a price per share of $1.00, for a total purchase price of $__________ (the "Purchase Price"). The Purchase Price is payable in full by check made payable to "Key Bank National Association, Wentworth III, Inc. Escrow Account administered by Corporate Stock Transfer" and sent to Corporate Stock Transfer, Inc., as Administrator for Wentworth III, Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Subscription Offer. Subject to the terms and conditions hereof Subscriber hereby irrevocably offers to purchase 16,000,000 shares of the Company's common stock representing 40.8% of the issued share capital of the Company at a price of $0.025 per share, for a total purchase price of US $400,000. Such shares and any additional shares in the capital stock of the Company purchased hereunder are collectively referred to herein as the "Securities". The purchase price for the 16,000,000 shares subscribed for herein is payable in full on December 15, 2000 or such later date as to which the parties hereto may mutually agree in writing (the "Closing Date") firstly, by crediting the sum of US $89,650, which was paid to the Company on December 1, 2000 (the receipt of which is hereby acknowledged by the Company), towards payment of the purchase price, and secondly, by deposit on the Closing Date of the Canadian Dollar equivalent of the sum of US $310,350 into the bank account of the Company at Vancouver B.C., Canada (details of such account to be provided by the Company by written notice delivered to the Subscriber on or before December 12, 2000), to the credit of ▇▇▇▇▇▇▇▇.▇▇▇ Inc., OR, at the option of the Company, exercised by notice in writing delivered to the Subscriber on or before December 12, 2000, by deposit into the US Dollar account of the Company in Vancouver, B.C. Canada (details of account to be provided by the Company in such written notice) of the sum of US $310,350, provided that the Company and the Subscriber acknowledge and agree that it is their mutual intent that the Securities shall constitute 40.8% of the total issued and outstanding share capital of the Company as at the Closing Date. Accordingly: (a) if, at any time before or after the Closing Date any options, warrants, pre-emptive rights or other rights to acquire shares in the capital of the Company which exist on the Closing Date, including without limitation rights held on the Closing Date by ▇▇▇▇▇▇▇▇▇ Digital Inc. or any entity related thereto and by ▇▇▇▇▇▇ Private Equity, LLC or any entity related thereto, are exercised; (b) if, at any time before or after the Closing Date, any debt or liability of the Company existing on the Closing Date is converted or otherwise settled in whole or in part by the Company issuing equity shares or securities or other instruments convertible into equity shares in the capital of the Company, or if equity shares in the capital of the Company are issued to the Subscriber, or to...

Subscription Offer. Subject to the terms and conditions hereof and to acceptance by the Company, the Subscriber hereby irrevocably offers to purchase ------------------ Units (the "Securities"), each Unit consisting of one share of Common Stock and one Class "A" Warrant, one Class "B" Warrant, one Class "C" Warrant, one Class "D" Warrant and one Class "E" Warrant at a purchase price of $.05 per Unit, for a total purchase price of $-------------------. The price is payable in full by check payable to "▇▇▇▇▇ ▇▇▇▇▇ Co. on behalf of Digital ▇▇▇▇▇▇▇.▇▇▇, Inc." or by wire transfer or money order.