Subscriptions for Interests Clause Samples

The "Subscriptions for Interests" clause defines the process by which investors can acquire ownership interests or shares in an entity, such as a partnership or fund. Typically, this clause outlines the requirements for submitting a subscription agreement, the conditions under which subscriptions are accepted or rejected, and any minimum investment thresholds. By establishing clear procedures and criteria for subscribing to interests, this clause ensures an orderly and transparent process for admitting new investors and allocating ownership stakes.
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Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the subscription agreement, which shall be in the form of Exhibit C to the Prospectus (the “Subscription Agreement”), as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “[_____] as Escrow Agent for ICON Fund 15” pending receipt and acceptance by the General Partner of subscriptions for 1,200 Interests in the Primary Offering and thereafter (except for residents of the Commonwealth of Pennsylvania who must continue to make checks payable to the Escrow Account until subscriptions for 20,000 Interests have been received and accepted in the Primary Offering) in the form of a check made payable to “ICON Fund 15” to: Each Subscription Agreement and related subscription payment shall be forwarded by your firm to the General Partner at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each subscription so received by the General Partner will be subject to acceptance or rejection by it by the end of the business day on which it is received. Each such subscription payment received by us and accepted by the General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following our receipt thereof, to [_____] (the “Escrow Agent”) for deposit in an interest-bearing bank account insured by the Federal Deposit Insurance Corporation, which shall be an escrow account in the name of Escrow Agent pending the receipt of subscriptio...
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Subscriptions for Interests. (a) The Fund will offer Interests to investors for purchase ("Offerings") subject to the restrictions stated in the Fund's Prospectus. The Fund expects that Offerings will occur continuously and that subscriptions for Interests will be accepted as of the end of each business day the Fund is open for business. (b) All subscriptions for Interests and payments by subscribers of subscription amounts for Interests will be made in accordance with the terms and conditions set out in the Prospectus and subscription documentation; provided that JPMIM may from time to time vary the minimum subscription amounts with respect to individual investors or classes of investors. Subscriptions will be subject to acceptance by JPMIM, as described in Section 5 below. (c) All payments received by you under this Agreement for subscriptions in the name and on behalf of the Fund will be handled by you or your authorized agent in accordance with the terms of the subscription documentation. (d) If JPMIM rejects any subscriptions, it will notify JPMorgan Chase Bank, as custodian for the Fund, or any other custodian or escrow agent, if applicable, who may be serving in such capacity at that time, to return all subscription payments to investors, plus accrued interest, if any.
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Subscriptions for Interests. (a) The Company may from time to time, in the sole discretion of the Board, offer Interests to potential investors for purchase. (b) All subscriptions for Interests and payments by subscribers of subscription amounts for Interests shall be made pursuant to the terms and conditions set forth in the Offering Documents. (c) All payments received by UST hereunder for subscriptions in the name and on behalf of the Company shall be handled by UST in accordance with the terms of the subscription documentation. (d) If an offering is not completed in accordance with the conditions set forth in the Offering Documents, the Company may terminate the offering. In such case, UST will instruct the Company's escrow agent to return all subscription payments to investors. (e) In an offering, the minimum initial and additional investment requirements shall be such amounts as are specified in the Confidential Memorandum. All subscriptions for Interests in an offering and payments therefor shall be made pursuant to the terms and conditions set forth in the Confidential Memorandum, and subscriptions shall be subject to acceptance by UST as agent for the Company, as described in Section 5 below.
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Subscriptions for Interests. (a) The initial closing date for subscriptions for Interests is July 1, 2004 (the “Initial Closing Date”). After the Initial Closing Date, the Fund may from time to time, in the sole discretion of the Managing Member, offer Interests to investors for purchase (“Subsequent Offerings”). The Fund expects that Subsequent Offerings will occur quarterly and that subscriptions for Interests will be accepted as of the first day of each calendar quarter, subject to the discretion of the Managing Member to have Subsequent Offerings and accept subscriptions on other dates. (b) All subscriptions for Interests and payments by subscribers of subscription amounts for Interests will be made in accordance with the terms and conditions set out in the Memorandum and subscription documentation; provided, that the Managing Member may from time to time vary the minimum subscription amounts with respect to individual investors or classes of investors. Subscriptions will be subject to acceptance by the Managing Member, as described in Section 5 below. (c) All payments received by you under this Agreement for subscriptions in the name and on behalf of the Fund will be handled by you in accordance with the terms of the subscription documentation. (d) If the Managing Member rejects any subscriptions, it will notify PFPC Trust Company, as custodian for the Fund, and PFPC Inc., as escrow agent for the Fund, or any other custodian or escrow agent who may be serving in such capacity at that time, to return all subscription payments to investors, plus accrued interest, if any.
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Subscriptions for Interests. You shall (a) find Eligible Investors for the Interests, (b) keep records of the basis for each determination by a member of, or person associated with, your firm of an investor’s suitability and (c) promptly forward each fully completed and executed copy of the Subscription Agreement, as signed by each investor and countersigned by a supervisory representative of your firm, together with the related subscription payment in the form of a check made payable to “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-A,” “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-B,” or “UMB Bank, N.A., Escrow Agent for ICON O&G Fund-C,” as applicable, pending receipt and acceptance by the Managing General Partner of subscriptions for 200 Interests in the applicable Partnership Offering and thereafter (except for residents of the Commonwealth of Pennsylvania and the State of Tennessee who must continue to make checks payable to the Escrow Account until subscriptions for 1,000 Interests have been received and accepted in the applicable Partnership Offering) in the form of a check made payable to “ICON O&G Fund-A.” “ICON O&G Fund-B” or “ICON O&G Fund-C,” as applicable, to: Regular Mail: Overnight: ICON Capital Corp. ICON Capital Corp. ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇/▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Each Subscription Agreement and related subscription payment shall be forwarded by your firm to us at the foregoing address no later than noon of the next business day after receipt from your customer by any member of, or person associated with, your firm of such payment, unless such Subscription Agreement and payment are first forwarded to another of your offices for internal supervisory review (which shall take place within the aforementioned time period), in which event such other office shall complete its review and forward such Subscription Agreement and payment to the above address no later than noon of the next business day after its receipt thereof. Notwithstanding the foregoing, any investor’s check not properly completed as described above shall be promptly returned to such investor not later than the next business day following your receipt of such check. Each such subscription payment received and accepted by the Managing General Partner will be transmitted, as soon as practicable, but in any event by the end of the second business day following receipt thereof, to UMB Bank, N.A. (the “Escrow Agent”) for...
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Subscriptions for Interests. (a) The initial closing date for subscriptions for Interests is October 1, 2003 (the "Initial Closing Date"). After the Initial Closing Date, the Fund may from time to time, in the sole discretion of the Managing Member, offer Interests to investors for purchase ("Subsequent Offerings"). The Fund expects that Subsequent Offerings will occur monthly and that subscriptions for Interests will be accepted as of the first day of each month. (b) All subscriptions for Interests and payments by subscribers of subscription amounts for Interests will be made in accordance with the terms and conditions set out in the Memorandum and subscription documentation; provided, that the Managing Member may from time to time vary the minimum subscription amounts with respect to individual investors or classes of investors. Subscriptions will be subject to acceptance by the Managing Member, as described in Section 5 below. (c) All payments received by you under this Agreement for subscriptions in the name and on behalf of the Fund will be handled by you in accordance with the terms of the subscription documentation. (d) If the Managing Member rejects any subscriptions, it will notify PFPC Trust Company, as custodian for the Fund, and PFPC Inc., as escrow agent for the Fund, or any other custodian or escrow agent who may be serving in such capacity at that time, to return all subscription payments to investors, plus accrued interest, if any.
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Subscriptions for Interests. (A) The Investor agrees to become a member of the Fund and in connection therewith subscribes for and agrees to purchase Interests of and to make a capital contribution (a “Capital Contribution”) to the Fund on the terms provided for herein, in the Private Placement Memorandum, and in the limited liability company agreement of the Fund (the “Fund Agreement”). The minimum amount for initial subscriptions is set forth in the Private Placement Memorandum. Payment in good funds for Interests must be received prior to the closing date. The Investor agrees to, and understands, the terms and conditions upon which the Interests are being offered, including, without limitation, the risk factors referred to in the Private Placement Memorandum. Prior to the closing date established by the Fund for such subscription (the “Acceptance Date”), the Investor’s payment (the “Payment”) will be held in escrow by the Fund’s escrow agent, subject to the terms and conditions herein. The Investor agrees that the Fund’s escrow agent, in its sole discretion, may arrange for the Payment to be invested, together with the payments of other investors, in short-term certificates of deposit, short-term U.S. Government-backed securities or a similar short-term investment account pending the acceptance or rejection of the Investor’s subscription. Any interest actually earned on the Payment will be paid to the Fund, whether the Investor’s subscription for Interests is accepted or rejected. (B) The Investor understands and agrees that the Fund reserves the right to reject this subscription for Interests for any reason or no reason, in whole or in part and at any time prior to acceptance thereof notwithstanding prior receipt by the Investor of notice of acceptance of the Investor’s subscription. In the event of rejection of this subscription, the Payment will be promptly returned to the Investor without deduction, and this Subscription Agreement shall have no force or effect. Upon acceptance of this subscription by the Fund, the Investor shall be a member of the Fund. The Investor hereby agrees that by its execution of this Subscription Agreement and upon acceptance hereof by the Fund, it shall become a party to the Fund Agreement. The Investor shall complete, sign and date this Subscription Agreement and promptly return it to Hatteras Funds, c/o UMB Fund Services, Inc. (the “Administrator”).
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Related to Subscriptions for Interests

  • 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.

  • Subscription Rights If the Company, at any time while this Warrant is outstanding, shall fix a record date for the distribution to holders of its Common Stock, evidence of its indebtedness or assets or rights, options, warrants or other security entitling them to subscribe for or purchase, convert to, exchange for or otherwise acquire any security (excluding those referred to in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at which this Warrant shall thereafter be exercisable shall be determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the per-share Market Price on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of Common Stock as determined by the Board of Directors in good faith, and the denominator of which shall be the Exercise Price as of such record date; provided, however, that in the event of a distribution exceeding 10% of the net assets of the Company, such fair market value shall be determined by an appraiser selected in good faith by the registered owners of a majority of the Warrant Stock then outstanding; and provided, further, that the Company, after receipt of the determination by such appraiser shall have the right to select in good faith an additional appraiser meeting the same qualifications, in which case the fair market value shall be equal to the average of the determinations by each such appraiser. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

  • Purchase for Investment Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

  • Subscription of Shares For the sum of U.S.$25,000, which the Company acknowledges receiving in cash, the Company hereby issues 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 register the Shares in the name of the Subscriber on the register of members of the Company. All references in this Agreement to Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law.

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.