The Private Placement Clause Samples

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. 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) 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. (b) For all sales of Fund Units in connection with this Agreement, Affiliate and the Fund will conduct all such sales in accordance with all applicable laws and Affiliate’s, the Fund’s and AMGD’s policies and procedures with respect to the sale of Fund Units, as in effect from time to time, including without limitation Affiliate’s, the Fund’s and AMGD’s policies with respect to anti-money laundering/know your customer rules, suitability determinations, and the qualification of Fund investors. (c) The parties agree that the Fund’s transfer agent shall be responsible for anti-money laundering/know your customer rule compliance, suitability determinations, and the qualification of Fund investors, in each case with respect to the sale of Units in connection with this Agreement. Notwithstanding the foregoing, the parties will cooperate with the transfer agent, and with AMG Funds, LLC (the administrator to the Fund) in facilitating the discharge of these obligations. (d) Each party represents that it has put into place proper procedures that conform to all applicable laws in connection with its obligations under this Agreement. Each party further represents that it will comply with its policies and procedures and all applicable laws in conducting activities and performing its obligations under this Agreement. (e) Each party shall maintain accurate and complete records of compliance with Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Such records shall be maintained during the term of this Agreement. (f) Unless otherwise approved in writing by Affiliate, neither AMGD nor the Affiliate will offer Interests or otherwise take any action that would cause any Private Placement to be offered by any form of general solicitation or general advertising, including (without limitation) any advertisement, article, web site, notice or other comm...

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. 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. 2.2 By executing this Subscription Agreement, the Subscriber offers to purchase from the Issuer that number of Units set forth on the first page hereof, subject to the terms and conditions set out herein. The Subscriber acknowledges that the offer is subject to: (a) the acceptance of this subscription by the Issuer, (b) delivery by the Subscriber of the documents set out in Section 7.2, (c) receipt of all necessary regulatory approvals, and (d) certain other terms and conditions as set forth herein. Upon the Issuer’s acceptance of this subscription, this Subscription Agreement will constitute an agreement for the purchase by the Subscriber from the Issuer and for the Issuer to issue and sell to the Subscriber, the number of Units set forth on the first page hereof on the terms and conditions set forth herein. 2.3 The Private Placement is not, and under no circumstance is to be construed as, a public offering of the Securities. The Private Placement is not being made, and this subscription does not constitute an offer to sell or the solicitation of an offer to buy the Securities in any jurisdiction where, or to any person whom, it is unlawful to make such an offer or solicitation. 2.4 The issue of the Units will not restrict or prevent the Issuer from obtaining any other financing or from issuing additional securities or rights.

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: (i) transfer the Purchase Price by wire of immediately available funds to the account of the Company at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇; ABA Routing Number: ▇▇▇▇▇▇▇▇▇; Beneficiary Account Name: ▇▇▇▇▇▇ Healthcare, Inc.; Beneficiary Account Number: ▇▇▇▇▇▇▇▇; and (ii) direct a DTC participant of the Purchaser’s choosing to submit a DWAC request for free receipt to the Trustee for the aggregate principal amount of Notes in the principal amount as set forth on the signature page hereto, (a “Deposit Instruction”). At the Closing, subject to satisfaction of the conditions precedent specified in this Note Purchase Agreement and the prior receipt of the Purchase Price and a Deposit Instruction conforming with the aggregate principal amount of the Notes to be issued to, or for the account of, the Purchaser, the Company shall execute the Notes, and direct the Trustee to authenticate and, by acceptance of the Deposit Instruction, deliver, the Notes (or comply with such other settlement procedures mutually agreed in writing by the Purchaser, the Company and the Trustee), in each case to the DTC account specified by the Purchaser at least one business day prior to the Closing. If at the Closing, the Company shall fail to tender such Notes to the Purchaser as provided above in this Section 4, the Purchaser shall, at its election, be relieved of all further obligations under this Note Purchase Agreement and the Company shall return the Purchase Price to the Purchaser (provided such Purchase Price has been paid by the Purchaser). All questions as to the form of all documents and the validity and acceptance of the Notes will be determined by the Company, in its reasonable discretion, which determination shall be final and binding. Any failure or delay in delivering the Purchase Price or Deposit Instruction may result in a delay in the Purchaser’s receipt of Notes and may, in the reasonable discretion of the Company, result in the rejection of the Purchaser’s agreement to purchase the Notes pursuant to the terms of this Note Purchase Agreement. All authority herein conferred or agreed to be conferred in this Note Purchase Agreement shall survive the dissolution of the Purchaser and any representation, warranty, undertaking and obligation of the Purchaser hereunder shall be binding upon the trustees in...

The Private Placement. 2.1 The Purchaser hereby confirms its subscription for and offer to purchase the Subscribed Shares, which, upon acceptance by the Issuer, will constitute a binding agreement of the Purchaser with the Issuer to purchase from the Issuer, and, on the part of the Issuer, to sell to the Purchaser, the Subscribed Shares, on and subject to the terms and conditions set out in this Agreement.

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.