The Placement. 2.1 RW shall use reasonable skill and care in the sourcing and Introduction of Candidates to the Client.
The Placement. 1. The Placement is a requirement of the Student’s course of study with the University, completion of which is necessary for the Student to complete the relevant course or subject to which the Placement relates.
The Placement. 7. The Individual Placement Agreement (IPA)
The Placement. The Placement is expected to consist of a sale of up to $7.0 million (the “Total Subscription Amount”) of the Company’s Securities. The structure of the Placement will be one (1) Common Share and one (1) paper Warrant. The Warrant will be exercisable for one (1) Common Share with a strike price at the public offering price and a five (5) year term. The pricing of the Placement will be as set forth in the Pricing Disclosure attached hereto. Aegis will act as Placement Agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of this Agreement and receipt of any other applicable regulatory approvals. The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and Aegis.
The Placement. The Placement is expected to consist of a sale of approximately $0.0 million of the Company’s Securities. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Capital Market (“Exchange”) of the Securities to be issued, and the execution of a definitive Securities Purchase Agreement in connection with the Placement (the “Securities Purchase Agreement”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations between the Company and the investors thereto. In connection with the entry into the Securities Purchase Agreement, the Company (i) will meet with Aegis and its representatives to discuss such due diligence matters and to provide such documents as Aegis may require; (ii) will not file with the Commission any document regarding the Placement without the prior approval of Aegis and its counsel; (iii) will deliver to Aegis and the investors in the Placement such legal and accounting opinions and letters (including, without limitation, accounting comfort letters, legal opinions, negative assurance letters, good standing certificates and officers’ and secretary certificates) as Aegis may reasonably require, all in form and substance reasonably acceptable to Aegis and (iv) will ensure that Aegis is a third party beneficiary of all representations, warranties, covenants, closing conditions and deliverables in connection with the Placement.
The Placement. (a) First Community Bank Corporation of America (the “Company”) proposes to issue in a public offering (the “Offering”) up to 600,000 units (“Units”), each of which consists of (a) one share of 10.00% cumulative convertible preferred stock, Series B, par value $0.01 with a liquidation preference of $25.00 per share (“Preferred Stock”) and (b) 4.165 shares (the “Initial Shares”, together with the Preferred Stock, the “Securities”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”). Units will be offered at a price of $33.33 in cash per Unit (the “Offering Price”). The terms of the Preferred Stock will be set forth in Articles of Amendment to the Amended and Restated Articles of Incorporation (the “Articles of Amendment”) to be filed by the Company with the Secretary of State of the State of Florida. Each share of the Preferred Stock will be convertible into shares of Common Stock of the Company at the conversion price of $2.50 per share of Common Stock, subject to adjustments, as set forth in the Articles of Amendment. The shares issuable upon conversion of the Preferred Stock are called the “Conversion Shares”. This Placement Agreement (the “Agreement”), the Articles of Amendment and other documents related to the Offering are referred to as the “Transaction Documents.”
The Placement. 2.1 The aim of the Placement is to:
The Placement. The Placement is expected to consist of a base sale of up to approximately $8.0 million of the Company’s Securities (“Subscription Amount”). The structure of the Placement will be common stock and/or pre-funded warrants to purchase common stock. The pricing of the Placement will be as set forth in the Pricing Disclosure attached hereto. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by of the Nasdaq Stock Exchange (the “Exchange”) of the Securities to be issued, and the execution of this Agreement and receipt of any other applicable regulatory approvals. The actual Subscription Amount and the offering price will be the subject of continuing negotiations between the Company, Aegis and investors.
The Placement. The University shall instruct the Students to use reasonable endeavours to carry out the Placement. If, for any reason, any Student has their student status revoked by the University or is otherwise unable or unwilling to carry out the Placement, either Party may terminate this Agreement (in part or in whole) in accordance with clause 11.2. The Students shall maintain full-time status at the University during the Placement Period at the Placement Organisation. Students will continue to be subject to all relevant University regulations, policies and processes (including those related to appeals and complaints and academic regulations) during their Placement Period. The Parties acknowledge that the Placement is an assessed and integral part of the Students’ University degree programme, and that the Placement itself or in combination with other placements undertaken by a Student cannot exceed 50% of the length of the University degree programme of the Student. The University will assess the work that the Students produce pursuant to the Placement, for the purpose of assessing the Students for their University degree programme. Each Party acknowledges and agrees that the Students are enrolled students of the University for whom one of the main purposes of the Placement is to provide the Students with information and experience directly relevant to their course undertaken at the University. Accordingly, the University does not warrant or undertake that the work carried out under or pursuant to this Agreement will lead to any particular result, nor is the success of the Placement and/or such work guaranteed.
The Placement. The Placement is expected to consist of a sale of approximately $10.0 million of the Company’s Securities. The pricing of the Placement will be mutually agreed upon by the Company and the investors thereto. Aegis will act as placement agent for the Placement subject to, among other matters referred to herein and additional customary conditions, completion of Aegis’s due diligence examination of the Company and its affiliates, listing approval by the Nasdaq Stock Exchange (“Exchange”) of the Securities to be issued, and the execution of definitive transaction documents between the Company and investors in connection with the Placement (the “Transaction Documents”). The actual size of the Placement, the precise number of Securities to be offered by the Company and the offering price will be the subject of continuing negotiations among the Company, Aegis and investors.
