This subscription form and power of attorney template has 6 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our subscription form and power of attorney template:
SUBSCRIPTION FORM AND POWER OF ATTORNEY This Subscription Form and Power of Attorney (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "General Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] BETWEEN: [COMPANY NAME] (the "Subscriber"), an individual with his main address located at: [COMPLETE ADDRESS] Reference is made to that certain Option to Subscribe dated [DATE] between the undersigned optioned and the Limited Partnership (the "Option"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them by the Option. SUBSCRIPTION Pursuant to the terms and conditions set out in the Option the undersigned (hereinafter the "Subscriber") hereby irrevocably subscribes for and agrees to purchase: ( ) the Initial Optioned Units; OR ( ) the Excess Optioned Units; OR ( ) the Optioned Units; at the Option Price. Subject to the terms hereof and to the terms of the Option and the Limited Partnership Agreement, this subscription is irrevocable and will become effective upon its acceptance by the General Partner and the mailing of the acceptance in the form set out below to the Subscriber. REPRESENTATIONS. WARRANTIES AND COVENANTS The Subscriber represents, warrants and gives the following covenants to the Limited Partnership and the General Partner: this Subscription Form and Power of Attorney has been duly and validly authorized, executed and delivered by and constitutes the legal valid, binding and enforceable agreement of the Subscriber; the Subscriber is acquiring the Units subscribed for hereby as principal for its own account and not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any part of such Units; in the case of a purchase by the Subscriber as agent for a disclosed principal, each beneficial purchaser of such Units for whom the Subscriber is acting is purchasing as a principal for its own account, and not for the benefit of any other person, a sufficient number of Units so that each such purchaser has an aggregate acquisition cost of not less than [COUNTRY] [AMOUNT] for such Units and the Subscriber is an agent with due and proper authority to execute and deliver this Subscription Form and Power of Attorney and to execute and deliver all other documentation in connection with the purchase on behalf of each such purchaser; in the case of a purchase by the Subscriber as a trustee or trustees (other than as a trustee or trustees of a named trust purchasing in the capacity of trustee or trustees of such trust for the benefit of such trust) or as agent for a principal which is undisclosed or identified by account number only, the Subscriber or each beneficial purchaser of such Units for whom the Subscriber is acting is: trust company registered under the [YOUR COUNTRY] Loan and Trust Corporations [ACT/LAW/RULE], [YEAR] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]) and is purchasing such Units as trustee or as agent for accounts fully managed by it; trust company registered under the [YOUR COUNTRY] Trust Companies [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]) and is purchasing such Units for the portfolios of third persons managed solely by it; trust company registered under the [YOUR COUNTRY] Trust Company [ACT/LAW/RULE] ([STATE/PROVINCE]); trust company that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]); trust corporation licensed pursuant to [YOUR COUNTRY] Trust and Loan Corporations [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to The [YOUR COUNTRY] Securities Act, [YEAR] ([STATE/PROVINCE]) and is purchasing such Units as trustee or as agent for accounts fully managed by it; trust company registered under [NUMBER] of the [YOUR COUNTRY] Corporations [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]); or trust company which has a certificate under the [YOUR COUNTRY] Trust Companies [ACT/LAW/RULE] ([STATE/PROVINCE]) that is subject to the [YOUR COUNTRY] Securities [ACT/LAW/RULE] ([STATE/PROVINCE]). the Subscriber is not a Non [COUNTRY] within the meaning of the Investment [COUNTRY] Act [ ]; or the Subscriber is a Non-[COUNTRY] within the meaning of the Investment [COUNTRY] Act [..]. Failing an affirmation by the Subscriber as to its status under either subparagraph (e) (hereof, the Subscriber shall be deemed not to be a Non-[COUNTRY] within the meaning of the Investment [COUNTRY] Act. the Subscriber is familiar with the aims and objectives of the Limited Partnership, has been informed of the nature of the affairs of the Limited Partnership and the proposed use of the proceeds received by the Limited Partnership from the sale of Units in the Fund and is aware of the risks and other characteristics of the Units and of the fact that the Subscriber may not be able to resell the Units subscribed for hereby except in accordance with the applicable securities legislation and the Limited Partnership Agreement; if a corporation, partnership, unincorporated association or other legal entity, the Subscriber is legally competent and has the power and authority to execute this Subscription Form and Power of Attorney and to enter into and be bound by the Limited Partnership Agreement and all other agreements contemplated hereby and thereby and to take all actions required pursuant hereto and thereto and all necessary approvals by its directors, shareholders, partners, members or otherwise, have been given in connection therewith; if the Subscriber is not an individual (including, without limitation, a corporation, syndicate, partnership, trust, association or other form of unincorporated organization), the undersigned was not created or established solely to acquire securities, or to permit purchases of securities without a prospectus, in reliance on exemptions from the prospectus requirements of applicable securities legislation; the representations, warranties and covenants contained in Schedule [SPECIFY] as they relate to the Subscriber are true. the Subscriber will provide the Fund with such information and documents, including certificates and statutory declarations, as the General Partner may reasonably require from time to time to establish any of the foregoing; RELIANCE UPON REPRESENTATIONS, WARRANTIES AND COVENANTS The foregoing representations, warranties and covenants are made by the Subscriber with the intent that they be relied upon in determining its suitability as a purchaser of Units. The Subscriber undertakes to notify the General Partner immediately at the address of the Fund first set forth above of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the closing of the purchase of the Units subscribed for hereby. ACKNOWLEDGEMENT The Subscriber acknowledges that recognition, under the [YOUR COUNTRY LAW] of a jurisdiction to which an investor is subject, of the limited liability status of such investor as a Limited Partner if it becomes a Limited Partner of the Fund is a consideration with respect to which no representation is being made and regarding which investors should consult their own legal counsel and satisfy themselves. CERTIFICATES Certificates evidencing ownership of Units in the Fund registered in the name of the Subscriber (the Unit Certificates") will be issued upon Closing. SUBSCRIBERS BOUND
