TERMS OF SUBSCRIPTION Sample Clauses

TERMS OF SUBSCRIPTION. Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its general corporate purposes.

TERMS OF SUBSCRIPTION. 3.1 Subject to Section 3.2 hereof, the subscription period will begin as of the date of the Offering Circular and will terminate at 11:59 PM Eastern Time, on the earlier of the date on which the Maximum Offering is sold or one (1) year from the commencement date or the date the Offering is terminated by the Issuer (the “Termination Date”). 3.2 The Subscriber has effected a wire transfer in the full amount of the purchase price for the Interests to the Issuer or has delivered a check in payment of the purchase price for the Interests. 3.3 The Subscriber hereby authorizes and directs the Issuer to deliver or cause the delivery of any certificates or other written instruments representing the Interests to be issued to such Subscriber pursuant to this Subscription Agreement to the address indicated on the signature page hereof. 3.4 If the Subscriber is not a United States person, such Subscriber shall immediately notify the Issuer, and the Subscriber hereby represents that the Subscriber is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Interests or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Interests, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Interests. Such Subscriber’s subscription and payment for, and continued beneficial ownership of, the Interests will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

TERMS OF SUBSCRIPTION. 3.1 Subject to Section 3.2 hereof, the subscription period will begin as of the date of the Offering Circular and will terminate at 11:59 PM Eastern Time, on the earlier of the date on which the Maximum Offering is sold or one (1) year from the commencement date or the date the Offering is terminated by the Issuer (the “Termination Date”). 3.2 The Subscriber has effected a wire transfer or ACH in the full amount of the purchase price for the Interests to the Issuer or has delivered a check in payment of the purchase price for the Interests. 3.3 Digital (“electronic”) signatures, often referred to as an “e-signature,” enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. You may execute this Subscription Agreement by providing one of the following: (i) your original, scanned or faxed signature; or (ii) your electronic signature, as prescribed in the bulleted paragraphs below. * The mechanics of the electronic signature requested herein include your execution of both this Subscription Agreement and the Operating agreement for the Company in a single signature block. By typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a security hash within an SSL encrypted environment, you will have accepted and agreed, without reservation, to all of the terms and conditions contained within this Subscription Agreement and the Operating agreement. Your electronically signed Agreements will be stored by the Company in such a manner that the Company can access them at any time. * You hereby consent and agree that the electronic signature below constitutes your signature, acceptance and agreement of both the Subscription Agreement and the Operating agreement as if each of these documents were actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement and the Operating Agreement shall be legally binding and that such transaction has been authorized by you. You agree that your electronic ...

TERMS OF SUBSCRIPTION. 3.1 All funds shall be submitted directly to the Company’s account identified in Section 1.1 hereof. 3.2 Certificates representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber within 15 business days following the closing, the timing of which is at the Company’s sole discretion, at which such purchase takes place. The Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Common Stock purchased by the Subscriber pursuant to this Agreement directly to the Subscriber’s residential or business address indicated on the signature page hereto.

TERMS OF SUBSCRIPTION. 4.1 Subject to Section 4.2 hereof, the subscription period will begin as of the date of the PPM and will terminate at 11:59 PM Eastern Time, on the earlier of the date on which the Maximum Offering is sold or February 5, 2010 (the "Termination Date"); provided, however, that the Termination Date may be extended by up to an additional thirty (30) days by the Company. The minimum subscription amount is $125,000, although the Company may, in its discretion, accept subscriptions for less than $125,000. 4.2 The Subscriber shall effect a wire transfer in the full amount of the purchase price for the Units to the Company's escrow account in accordance with the wire instructions attached as Exhibit D hereto. 4.3 All funds paid hereunder shall be held in escrow by the Escrow Agent until the Termination Date. If the Company has not obtained subscriptions (including this subscription) for the Minimum Offering on or before the Termination Date (as such date may be extended by the Company), then this subscription shall be void and all funds paid hereunder by the Subscriber shall be promptly returned without interest to the Subscriber, to the same account from which the funds were drawn. If subscriptions for the Minimum Offering are received and accepted and payment tendered therefor on or prior to the Termination Date, then all subscription proceeds (less fees and expenses agreed on by the Company) shall be paid over to the Company on the earlier of (a) three (3) days following the receipt of all fully paid funds in connection with the Minimum Offering or (b) three (3) days following the date that the fully paid funds received in escrow in connection with the Minimum Offering equals or exceeds $6,250,000. In such event, sales of the Units may continue thereafter until the earlier of the date on which the Maximum Offering is sold and the Termination Date, with subsequent releases of funds by the Escrow Agent, from time to time, at the discretion of the Company. 4.4 The Subscriber hereby authorizes and directs the Company and the Escrow Agent to deliver any certificates or other written instruments representing the Units to be issued to such Subscriber pursuant to this Subscription Agreement to the address indicated on the signature page hereof. 4.5 The Subscriber hereby authorizes and directs the Company and the Escrow Agent to return any funds, without interest, for unaccepted subscriptions to the same account from which the funds were drawn. 4.6 If the Subscriber is n...

TERMS OF SUBSCRIPTION. 3.1 Pending the acceptance by the Company of this Agreement, all funds paid hereunder shall be deposited in the general corporate bank account of the Company and shall not be segregated. Upon acceptance of this Agreement by the Company, the funds paid by the Subscriber shall be immediately available for corporate purposes of the Company, subject to Section 2.20 hereof. 3.2 Certificates representing the Securities purchased by the Subscriber pursuant to this Agreement (the “Certificates”) will be prepared and delivered to the Subscriber at each closing of the Offering at which such purchase takes place. 3.3 The Company reserves the right to reject any tendered subscription in its sole discretion. In the event the Company rejects a subscription, any funds tendered therewith will be promptly returned by the Company to Subscriber, without interest. 3.4 The Company shall deliver a fairness/valuation opinion and analysis, as to if, the applicable percentage (relating to the Applicable Percentage as defined in the Certificate of Designation, defined below) proposed by the Subscriber in connection herewith relating to the Shares, is fair, from a financial point of view to the Company (the “Fairness Opinion”), within forty-five (45) days of the date first written above. The liquidation preference of the Shares shall be established in accordance herewith and with the Company’s Certificate of Designation, Preferences, and Rights of Series B Participating Preferred Stock (“Certificate of Designation”) following receipt by the Company’s Board of Directors of the Fairness Opinion; provided however, that if the Holders holding 67% of the outstanding Shares object to the first Fairness Opinion (the “First Fairness Opinion”): (i) the Company shall engage an advisor, as selected by the Board of Directors’ and approved in advance by the Subscribers holding at least 67% of the outstanding Shares, to conduct a second Fairness Opinion (the “Second Fairness Opinion”); and (ii) the Applicable Percentage shall then be determined by calculating the average of the two lowest values in the First Fairness Opinion’s and Second Fairness Opinion’s respective fairness ranges. An Amendment to the Certificate of Designation will be filed to effectuate such adjustment.

TERMS OF SUBSCRIPTION. 5.1 Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for the purposes set forth in the disclosure statement. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company. 5.2 The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated herein. 5.3 The Subscriber acknowledges and agrees that the subscription for the Shares and the Company's acceptance of the subscription is not subject to any minimum subscription for the Offering.

TERMS OF SUBSCRIPTION. 3.1 The minimum purchase that may be made by any prospective investor shall be $50,000 aggregate principal amount of Notes. Subscriptions for investment below the minimum investment may be accepted at the discretion of the Placement Agent and the Company. The Company and the Placement Agent reserve the right to reject any subscription made hereby, in whole or in part, in their sole discretion. The Company’s agreement with each Subscriber is a separate agreement and the sale of the Securities to each Subscriber is a separate sale. 3.2 Pending the sale of the Securities, all funds paid hereunder shall be deposited by the Company in escrow with American Stock Transfer & Trust Company, LLC, having an office at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. This Offering will terminate on the earlier of (i) the Company’s acceptance of subscriptions for the Maximum Amount, or (ii) October 31, 2009, unless terminated at an earlier time or extended by the mutual agreement of the Placement Agent and the Company without notice to prospective investors for up to an additional sixty (60) days(the “Offering Termination Date”). The Company reserves the right to withdraw or cancel this Offering and to accept or reject any subscription in whole or in part, in its sole discretion. The Subscriber hereby authorizes and directs the Company and the Placement Agent to direct the Escrow Agent to return any funds for unaccepted subscriptions to the same account from which the funds were drawn, without interest, including any customer account maintained with the Placement Agent. 3.3 At any time after the Company has received subscriptions and related funds for the Minimum Offering, but prior to the Offering Termination Date, the Company may conduct a Closing and may conduct subsequent Closings on an interim basis until the Maximum Amount has been obtained or until the Offering Termination Date. Each Closing shall occur at the offices of the Placement Agent at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. 3.4 The Note and Warrant purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber promptly following the Closing at which such purchase takes place. The Subscriber hereby authorizes and directs the Company to deliver the Note and Warrant purchased by the Subscriber pursuant to this Agreement directly to the Subscriber’s account maintained by the Placement Agent, if any, or, if no such account exists, to the residential or business a...

TERMS OF SUBSCRIPTION. 4.1 Subject to Section 4.2 hereof, the subscription period will begin as of the date of the PPM and will terminate at 11:59 PM Eastern Time, on February 10, 2006, unless sooner terminated by the Company, or extended by the Company. 4.2 The Subscriber has effected a wire transfer in the full amount of the purchase price for the Units to the Company's account in accordance with the wire instructions set forth on Exhibit A hereto. 4.3 The Subscriber hereby authorizes and directs the Company and its escrow agent to deliver any certificates or other written instruments representing the Units to be issued to such Subscriber pursuant to this Subscription Agreement to the address indicated on the signature page hereof. 4.4 The Subscriber hereby authorizes and directs the Company and its escrow agent to return any funds, without interest, for unaccepted subscriptions to the same account from which the funds were drawn. 4.5 If the Subscriber is not a United States person, such Subscriber shall immediately notify the Company and the Subscriber hereby represents that the Subscriber is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units or the securities comprising the Units. Such Subscriber's subscription and payment for, and continued beneficial ownership of, the Units and the securities comprising the Units will not violate any applicable securities or other laws of the Subscriber's jurisdiction.