TO SUBSCRIBE Clause Samples

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TO SUBSCRIBE. I hereby irrevocably subscribe for the face amount of Common Stock indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus relating thereto, receipt of which is acknowledged. I hereby agree that if I fail to pay for the shares of Common Stock for which I have subscribed, the Fund may exercise any of the remedies set forth in the Prospectus.
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TO SUBSCRIBE. IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT: A. Primary Subscription x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) B. I apply for the Over-Subscription Election (You can only subscribe if you have fully exercised your Primary Subscription rights. A record holder who holds as nominee for a beneficial owner may subscribe if the beneficial owner has exercised such owner's full Primary Subscription rights and a Nominee Holder Certification in the form accompanying this Subscription Certificate is completed as to such beneficial owner.) x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) IF YOU WISH TO APPLY FOR LESS THAN YOUR FULL ENTITLEMENT: C. I apply for less than the full entitlement x $ 7.00 = $ __________________________ _______________ ________________ (No. of New Shares) (price per share) (Amount Enclosed) I acknowledge that I have received the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above as a total of A and B or C above, on 5 the terms and conditions specified in the Prospectus relating to the Primary Subscription and the Over-Subscription Election. Signature of subscriber(s)______________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Telephone number (including area code) ( )___________________________ ________________________________________________________________________________ ________________________________________________________________________________ *Signature Guaranteed By: _______________________________ *If you wish to have your shares and refund check (if any) delivered to an address other than that listed on this Subscription Certificate, you must have your signature guaranteed by an eligible guarantor institution (banks, stock brokers, savings and loan associations, and credit unions) with membership in an approved signature guarantee medallion program pursuant to SEC Rule 17Ad-15. Please provide the delivery address below and note if it is a permanent change. ________________________________________________________________________________ ________________________________________________________________________________ _______________________________...
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TO SUBSCRIBE. I acknowledge that I have received the prospectus for this offer and I hereby irrevocably subscribe for the number of Units indicate above on the terms and conditions specified in the prospectus. I hereby agree that if I fail to pay for the Units for which I have subscribed, WorldGate Communications, Inc. may exercise its legal remedies against me. Signature(s) Name (Please Print) Social Security or other identifying number Address Dated: ___________________ , 2002 If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print) (see Instructions). Name(s): ___________________________________________________________ Capacity (Full Title): _____________________________________________ Taxpayer ID or Social Security Number: _____________________________ FULL PAYMENT FOR THE UNITS MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY: (I) CHECK, BANK DRAFT DRAWN ON A U.S. BANK, OR POSTAL, TELEGRAPHIC OR EXPRESS MONEY ORDER PAYABLE TO "AMERICAN STOCK TRANSFER & TRUST COMPANY, SUBSCRIPTION AGENT—WORLDGATE COMMUNICATIONS, INC.,"; OR (II) WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE ACCOUNT MAINTAINED BY AMERICAN STOCK TRANSFER & TRUST COMPANY FOR THE PURPOSE OF ACCEPTING SUBSCRIPTIONS IN THE RIGHTS OFFERING, IN EITHER CASE FOR THE NUMBER OF UNITS SUBSCRIBED MULTIPLIED BY $ (U.S.) (PURCHASE PRICE PER UNIT). FOR INSTRUCTIONS ON THE USE OF WORLDGATE COMMUNICATIONS, INC. RIGHTS CERTIFICATES PLEASE CONSULT ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ESQ., GENERAL COUNSEL, WORLDGATE COMMUNICATIONS, INC. AT ▇▇▇-▇▇▇-▇▇▇▇ OR ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ OF ▇▇▇▇▇ ▇▇▇▇▇▇ & COMPANY, INC., AT 212-702-6500; OR YOUR BANK OR BROKER WITH QUESTIONS.
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Related to TO SUBSCRIBE

  • Agreement to Subscribe 1.1 Purchase and Issuance of the Private Placement Units. (a) Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Initial Closing Date (as defined below) 594,076 Private Placement Units in consideration of the payment of the Purchase Price. On the Initial Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form. (a) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the IPO or on such earlier time and date as may be mutually agreed by the Subscriber and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date, a “Closing Date”), the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, up to 63,424 additional Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the amount of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $634,240 (if the over-allotment option is exercised in full) (such amount, the “Over-allotment Purchase Price”). The Subscriber shall pay the Over-allotment Purchase Price by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Over-allotment Closing Date. On the Over-allotment Closing Date, upon the payment by the Subscriber of the Over-allotment Purchase Price, the Company shall, at its option, deliver a certificate evidencing the Private Placement Units purchased by the Subscriber on such date duly registered in the Subscriber’s name to the Subscriber, or effect such delivery in book-entry form.

  • Agreement to Subscribe Purchase Price (i) SELLER and BUYER are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission under the Securities Act; and (ii) BUYER hereby subscribes for Three Hundred (300) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000) U.S. per share, convertible into Common Shares in accordance with the terms set forth in the Certificate of Designation attached as Exhibit A to this Agreement, for an aggregate purchase price of Three Hundred Thousand Dollars ($300,000) payable in United States Dollars at the Closing, as defined in Paragraph 5 hereof. (iii) BUYER shall pay the purchase price by delivering same day funds in United States Dollars to an escrow agent or as otherwise agreed between the parties, to be delivered to the order of SELLER upon delivery of the Shares. (iv) BUYER shall receive from SELLER at Closing, for no additional consideration, a number of three-year warrants ("Warrant" or "Warrants") to purchase one Common Share for every four Common Shares that BUYER would have received had BUYER converted the Preferred Shares at Closing (the "Warrant Shares"; the Common Shares and the Warrant Shares are sometimes hereinafter collectively referred to as the "Shares"). The Warrants shall have a strike price of $2.00 per share, and shall be exercisable as set forth in the form of Common Stock Purchase Warrant Certificate attached as Exhibit B to this Agreement.

  • Authorization and Description of Shares The Shares to be --------------------------------------- purchased by the Underwriter from the Fund have been duly authorized for issuance and sale to the Underwriter pursuant to this Agreement, and, when issued and delivered by the Fund pursuant to this Agreement against payment of the consideration set forth in this Agreement will be validly issued, fully paid and non-assessable; the Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Fund.

  • Address for Notices to Selling Stockholder Telephone: Fax: Contact Person:

  • 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):