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. 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. The Company and Indigo will each reasonably believe at the time of the Private Placement that each Exchanging Holder will be an "accredited investor" as defined in Rule 501 of Regulation D of the Securities Act and will satisfy any private placement requirements applicable in any non-U.S. jurisdiction where the New Warrants may be offered. The Company will file in a timely manner with the U.S. Securities and Exchange Commission (the "SEC") any notices with respect to the Securities required by Rule 503 of Regulation D and will furnish to Indigo promptly thereafter a signed copy of each such notice.
The Private Placement. 2.1 The Units being subscribed for hereunder form part of a larger offering of up to 4,000,000 Units at a purchase price of $0.10 per Unit, for gross aggregate proceeds of up to $400,000. The Units are being offered for sale on a best efforts basis by the Issuer. There is no minimum subscription for the Offering.
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. Prior to or simultaneously with the Closing, Azurel shall consummate a private placement (the “Private Placement”) and issue in connection therewith units (the “Units”) for a minimum amount of three hundred and fifty thousand dollars ($350,000) (the “Funds”) net of commissions payable in connection therewith. The Units shall be offered at one thousand dollars each ($1,000), each of which shall consist of a 7% convertible promissory 7% note (the “Note”) and three-year warrants the (the “Warrants”) to purchase 2,500 Public Shares at a cash only exercise price of $0.40 per share. The Notes shall be convertible into Public Shares at the option of the holder at the conversion price of $0.20 per share for an aggregate of 5,000 Public Shares per Note and mature two (2) years from the closing of the Private Placement. The Warrants shall carry demand and registration rights. An escrow account shall be established by Xxxxxxx, Savage, Kaplowitz, Wolf & Marcus, LLP to hold the Funds on behalf of the Surviving Entity until the Effective Time. Release of the Funds is contingent on Closing. Azurel and Azurel Sub further covenant and agree that, during the period from the date of this Agreement until the Closing Date, Azurel Sub shall conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of RM:
The Private Placement. The Parties are satisfied with the status of the on-going Agricon Private Placement. In particular, the Parties recognize (i) that Agricon has received $500,000 in cash and has issued 1,000,000 shares of its common stock to four foreign investors; that Agricon has received a subscription or subscriptions from one or more additional foreign investors for a total of $110,000 for the purchase of 220,000 shares (the “New Subscription Agreement”); and (iii) that Agricon has received the assurances of Pacific Wave that, in the event the New Subscription Agreements are not acceptable to Agricon or otherwise does not close by April 15, 2012, then Pacific Wave will promptly subscribe to and purchase 200,000 shares of common stock of Agricon and pay the purchase price in cash of $100,000 for said shares.
The Private Placement. The Depository Trust Company (“DTC”) will act as securities depository for the Notes. No later than 10:00 a.m. New York City time on the Closing Date, the Purchaser shall:
