Common use of The Private Placement Clause in Contracts

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 bankruptcy, legal representatives, successors and assigns of the Purchaser.

The Private Placement. The Depository Trust Company (“DTC”a) Subject to the terms and conditions hereof, the Investor agrees to purchase its Allocable Percentage of Investment Units to be issued and sold in the Private Placement, at a price per Investment Unit equal to the Subscription Price. (b) On the Private Placement Date, the Investor will act as securities depository for make available to the Notes. No Disbursing Agent in immediately available funds in Dollars not later than 10:00 a.m. 12:00 p.m., New York City time on such Private Placement Date to the Closing Date, Disbursing Agent’s Bank Account the Purchaser shall:entire amount of its Allocable Percentage of the proceeds of the Private Placement (the “Deposited Funds”). (ic) transfer On 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 PurchaserPrivate Placement Date, the Company shall execute deliver to the Notes, and direct Disbursing Agent (i) one or more certificates reserved for issuance in the Trustee to authenticate and, by acceptance name of the Deposit Instruction, deliverInvestor evidencing the Investor’s Allocable Percentage of Common Stock to be issued in the Private Placement and (ii) one or more certificates reserved for issuance in the name of the Investor evidencing the Investor’s Allocable Percentage of Warrants to be issued in the Private Placement (collectively, the Notes “Deposited Securities”). (or comply with such other settlement procedures mutually agreed in writing d) The parties hereto agree that the Deposited Funds and the Deposited Securities shall be disbursed 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 Disbursing Agent pursuant to the terms of this Note Purchase the Disbursing Agency Agreement, and that the disbursement of all or any part of the Investor’s Allocable Percentage of the Deposited Funds to the Company and of a corresponding amount of Deposited Securities to the Investor by the Disbursing Agent in accordance with Section 6(b) or (c) of the Disbursing Agency Agreement shall constitute the issuance and sale to the Investor of such number of securities disbursed in exchange for payment therefor in the amount of the Investor’s Allocable Percentage of such amount of funds disbursed. All authority herein conferred or agreed Upon the disbursement of shares of Common Stock and Warrants to be conferred the Investor as set forth in this Note Purchase Agreement paragraph (d), the Company shall survive register such shares of Common Stock and Warrants in the dissolution name of the Purchaser and any representationInvestor or its designee. (e) On the Private Placement Date, warranty, undertaking and obligation in accordance with the terms of the Purchaser hereunder Disbursing Agency Agreement, the Company shall be binding upon sell to the trustees in bankruptcyInvestor, legal representativesand the Investor shall purchase, successors and assigns the Investor’s Allocable Percentage of 2,200,000 Investment Units. (f) On the Private Placement Date, the Company shall issue to the Investor its Allocable Percentage of the PurchaserBackstop Fee Warrants.