The Private Placement. On and subject to the terms and conditions hereof, each Investor agrees to purchase, severally and not jointly, and the Company agrees to issue and sell to each Investor, on the date hereof for its respective portion of the Purchase Amount, the Private Placement Shares set forth on Schedule A, free and clear of any Liens or other restrictions on transfer (other than applicable federal and state securities Law restrictions). The offer and sale of the Private Placement Shares purchased by each Investor pursuant to this Agreement will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or another available exemption from registration under the Securities Act.
The Private Placement. The Subscriber acknowledges that the Subscriber's Securities will be issued in connection with a private placement offering of Securities (the "Private Placement"). The Subscriber acknowledges that finders' fees may be payable by the Issuer in connection with the Private Placement in cash and/or in securities of the Issuer.
The Private Placement. At the Convertible Note Closing (as defined below), Learn2 shall issue and deliver to E-Stamp, and E-Stamp agrees to purchase and accept from Learn2 the Convertible Note in exchange for $2,000,000. The Parties intended that the Private Placement be a transaction exempt from registration under the Securities Act.
The Private Placement. On and subject to the terms and conditions hereof, including entry of the PPA and BCA Approval Order, the Company shall conduct the Private Placement to holders of Allowed Claims in Class 2 and Class 5B as of the Record Date pursuant to and in accordance with this Agreement. If reasonably requested by the Requisite Members of the Noteholder Steering Committee, from time to time prior to the Private Placement Expiration Time (and any extensions thereto), the Company shall notify, or cause the Private Placement Agent to notify, within 48 hours of receipt of such request by the Company, the Private Placement Parties of the aggregate number of Private Placement Shares the Private Placement Parties have agreed to purchase. The offer and sale of the Private Placement Shares purchased by the Private Placement Parties pursuant to this Agreement will be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act or another available exemption from registration under the Securities Act, and the Disclosure Statement shall include a statement to such effect.
The Private Placement. The Private Placement took place on 6 September 2016 through an accelerated bookbuilding conducted by the Joint Bookrunners. Pursuant to the Private Placement, the Issuer received firm orders for a principal amount of €219,320,616.00 from qualified investors who have been provisionally allotted subject to claw-back pursuant to the Priority Allocation. In practice, this means that the subscriptions made by Existing Shareholders with the relevant Coupon will benefit from a Priority Allocation and Convertible Bonds will be allotted in full without reduction to Existing Shareholders having subscribed on that basis. As a result thereof, the qualified investors who have been provisionally allotted will see their orders reduced pro rata to the exercise by the Existing Shareholders of their Priority Allocation right and will only be delivered the Convertible Bonds that were not subscribed by the Existing Shareholders having exercised their Priority Allocation right in the Offering.
The Private Placement. (a) The Purchaser may, at its sole discretion, seek commitments with respect to a private placement of its shares or non-voting shares of a subsidiary of Purchaser (“Fxxxx”) that are exchangeable for Purchaser Common Shares in an amount and on such other terms (including with respect to the number of subscribers and the aggregate amounts to be purchased by each subscriber) as are determined by the Purchaser in its sole discretion (the “Private Placement”).
The Private Placement. The Subscriber acknowledges that the Subscriber's Securities will be issued in connection with a larger private placement offering (the “Private Placement”) comprised of a maximum of 4,350,000 flow-through units for gross proceeds of $5,002,500 and a maximum of 6,370,000 units for gross proceeds of $7,007,000, representing aggregate gross proceeds to the Issuer of a maximum of $12,009,500. The flow-through units are being issued at a price of $1.15 per unit with each flow-through unit comprised of one flow-through common share and one half of one common share purchase warrant exercisable at a price of $1.20 per share for a period of 36 months. The Subscriber understands that the Units subscribed for under this Agreement shall be purchased directly from the Issuer by the Subscriber. The Subscriber acknowledges that finders' fees may be payable by the Issuer in connection with the Private Placement in cash and/or in securities of the Issuer, including without limitation, to EMD Financial Inc., the exempt market dealer engaged by the Issuer in connection with the Private Placement. The Subscriber acknowledges that upon closing of this Subscription Agreement by the Issuer, the subscription funds received by the Issuer are immediately available for use by the Issuer. The Private Placement is not subject to any minimum offering and there can be no guarantees that the Issuer will raise sufficient funds to meet its present or future objectives.
The Private Placement. (a) The Private Placement shall be structured as a transaction exempt from Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), and shall comply with Section 4(2) of the Securities Act and Regulation D thereunder and state securities laws and shall be offered and sold solely to "accredited investors," as defined in Rule 501 under the Securities Act. The Private Placement shall be conducted by the Placement Agent on a best efforts basis.
The Private Placement. 2.1 An aggregate of 11,428,572 Units are being offered for sale by the Corporation at a subscription price of US $1.05 for gross proceeds of US $12,000,000. The Private Placement will include a brokered portion to institutional and accredited investors (the “Brokered Offering”) on a best efforts basis by the Agent pursuant to the terms of an agency agreement, and a non-brokered portion (the “Non-brokered Offering”).
The Private Placement. (a) Affiliate will deliver or cause to be delivered to each Financial Intermediary and potential Investor, prior to the time of any purchase of Units, and following AMGD’s introduction of such Financial Intermediary or such potential Investor to Affiliate, a copy of the Memorandum. Neither party shall make any representations (whether written or oral) concerning the Fund, Affiliate or its affiliates, other than those representations contained in the Memorandum or in any promotional materials or sales literature furnished to AMGD by Affiliate or prepared by AMGD and approved by Affiliate for use by AMGD.
