Other Private Placements. Concurrently with the execution and delivery of this Agreement, the Company has agreed to sell Common Shares in the Other Private Placements on the same economic and financial terms and conditions set forth in this Agreement, with the closing of such Other Private Placements to occur simultaneously with the Closing. The Company has provided true, correct and complete copies of the Other Securities Purchase Agreements to the Investor. Except for the Other Securities Purchase Agreements and as set forth in Section 2.2(dd) of the Disclosure Schedule, the Company is not a party to any agreements, understandings, arrangements or commitments with the counterparties to the Other Securities Purchase Agreements or their Affiliates.
Other Private Placements. Contemporaneously with the Investment, the Company intends to sell in several other private placement transactions to other investors to be identified by the Company shares of Common Stock at the Per Share Purchase Price contemporaneously with the closing of the Investment contemplated herein (collectively, the “Other Private Placements”). The Investment and the Other Private Placements are collectively referred to as the “Primary Investment Transactions.”
Other Private Placements. The Company intends to effect one or more private placement transactions of Common Stock to accredited investors (the “Additional Investors”, and together with the Anchor Investors, the “Investors”) with the closing of such transactions to occur simultaneously with the First Closing (the “Other Private Placements”). The Investment and the Other Private Placements are currently anticipated to generate approximately $255.0 million of gross proceeds to the Company, and the Company, in connection with the Other Private Placements, shall enter into agreements with the Additional Investors (including the CapGen Investment Agreement) (the “Additional Agreements”).
Other Private Placements. The Company also intends to enter into agreements similar to this Agreement with certain other investors (the “Other Investors”) and expects to complete sales of Common Stock to them, with the closing of such sales to occur simultaneously with the Closing (the “Other Private Placements”). The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors”, and this Agreement and the subscription agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”
Other Private Placements. The Company intends to issue (i) to Carlyle Financial Services Harbor, L.P. (“Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), a number of Common Shares equal to 24.9% of the Common Shares outstanding as of the Closing Date on a Pro Forma Basis (rounded down to the nearest whole share) at a price of $0.75 per share (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors”, and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares for an aggregate purchase price up to, together with the Investment and the Investor 2 Investment, $325,000,000, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”).
Other Private Placements. The Company intends to issue (i) to Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. (together, “Investor 2”), on the terms and subject to the conditions set forth in the Investment Agreement between Investor 2 and the Company, dated as of the date hereof (the “Investor 2 Investment Agreement”), 493,031,250 shares of Common Stock, at a price of $0.16 per share for aggregate cash consideration of $78,885,000 (the “Investor 2 Investment”), and (ii) in one or more private placement transactions with other investors (the “Additional Investors,” and together with the Investor and Investor 2, the “Investors”) pursuant to agreements with the Additional Investors (the “Additional Agreements”), Common Shares at the same per share price and for an aggregate purchase price of, together with the Investment and the Investor 2 Investment, $310 million, with the closing of such transactions to occur simultaneously with the Closing (together with the Investor 2 Investment, the “Other Private Placements”). The number of shares of Common Stock purchased by Investor 2 pursuant to the Investor 2 Investment Agreement will not exceed 23.37% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole shares). The number of shares of Common Stock purchased by any Additional Investor pursuant to any Additional Agreements will not exceed 4.99% of the Common Shares outstanding as of the Closing date on a Pro Forma Basis (rounded down to the nearest whole share).
(c) Section 1.1 is hereby amended and restated in its entirety as follows:
Other Private Placements. The Company shall provide the Investors with copies of any and all written documents the Company or its representatives prepare for the purposes of the Other Private Placements, including the offering memorandum, and shall cooperate with the Investors to incorporate the Investors’ reasonable comments to such documents provided on a timely basis prior to furnishing such documents to the potential participants in such Other Private Placements.
Other Private Placements. The Company also intends to enter into agreements similar to this Agreement with certain other investors (together with Carlyle and Oak Hill, the “Other Investors”) and expects to complete sales of Common Shares to them, with the closing of such sales to occur simultaneously with the Closing (together with the Carlyle Investment and the Oak Hill Investment, the “Other Private Placements”). The Investor and the Other Investors are hereinafter sometimes collectively referred to as the “Investors”, and this Agreement and the investment or subscription agreements executed by the Other Investors are hereinafter sometimes collectively referred to as the “Agreements.”
Other Private Placements. The Company has entered into but not closed the sale of 324,862,471 shares of Common Stock to ACMO HR, LLC and/or its Affiliates (“Anchorage”) and Carlyle Global Financial Services Partners, L.P. and/or its Affiliates (“Carlyle”), pursuant to an Amended and Restated Investment Agreement among Anchorage, Carlyle and the Company dated as of even date herewith (the “Anchor Investor Agreement”), and the offering to other accredited investors (the “Additional Investors”) in one or more private placement transactions of an aggregate of approximately 164,696,814 shares of Common Stock (the “Other Private Placements”), pursuant to subscription agreements with the Additional Investors (the “Additional Agreements”), with the initial closing of such transactions to occur simultaneously with the closing of the Investment. Herein, Anchorage and Carlyle are each an “Anchor Investor,” and together with CapGen and the Additional Investors, the “Investors”). The Investment and the Other Private Placements are currently anticipated to generate approximately $235.0 million of total gross proceeds to the Company.
Other Private Placements. Concurrently with the execution and delivery of this Agreement, the Company has agreed to sell shares of Common Stock and Series B Preferred Stock in the Other Private Placements on terms and conditions that are substantially identical in all respects to those set forth in this Agreement, except as to (i) the number and type of Securities to be purchased and the aggregate purchase price for such Securities (but not the per share purchase price ) set forth in Section 1.2 and (ii) as set forth in Section 2.2(aa) of the Disclosure Schedule.
